Exhibit 4.1


 


 






 





 


AMENDED AND RESTATED CREDIT AGREEMENT




dated as of






December 21, 2015






among






ESCO TECHNOLOGIES INC.



The Foreign Subsidiary Borrowers Party Hereto




The Lenders Party Hereto



JPMORGAN CHASE BANK, N.A.

as Administrative Agent



and


 


BANK OF AMERICA, N.A., BMO HARRIS BANK,
N.A., SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION


as Co-Documentation Agents


 


 






 


J.P. MORGAN SECURITIES LLC

as Sole Bookrunner and Sole Lead Arranger


 




     


     

    

 


Table Of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I Definitions	1
	 	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	27
	Section 1.03.	Terms Generally	27
	Section 1.04.	Accounting Terms; GAAP; Pro Forma Calculations	27
	Section 1.05.	Status of Obligations	28
	Section 1.06.	Amendment and Restatement of the Existing Credit Agreement	28
	 	 	 
	ARTICLE II The Credits	29
	 	 	 
	Section 2.01.	Commitments	29
	Section 2.02.	Loans and Borrowings	29
	Section 2.03.	Requests for Revolving Borrowings	30
	Section 2.04.	Determination of Dollar Amounts	31
	Section 2.05.	Swingline Loans	31
	Section 2.06.	Letters of Credit	32
	Section 2.07.	Funding of Borrowings	38
	Section 2.08.	Interest Elections	38
	Section 2.09.	Termination and Reduction of Commitments	40
	Section 2.10.	Repayment of Loans; Evidence of Debt	40
	Section 2.11.	Prepayment of Loans	41
	Section 2.12.	Fees	42
	Section 2.13.	Interest	43
	Section 2.14.	Alternate Rate of Interest	44
	Section 2.15.	Increased Costs	45
	Section 2.16.	Break Funding Payments	46
	Section 2.17.	Taxes	46
	Section 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	50
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	52
	Section 2.20.	Expansion Option	53
	Section 2.21.	[Intentionally Omitted]	54
	Section 2.22.	Judgment Currency	54
	Section 2.23.	Designation of Foreign Subsidiary Borrowers	55
	Section 2.24.	Defaulting Lenders	55
	 	 	 
	ARTICLE III Representations and Warranties	57
	 	 	 
	Section 3.01.	Organization; Powers; Subsidiaries	57
	Section 3.02.	Authorization; Enforceability	57
	Section 3.03.	Governmental Approvals; No Conflicts	57
	Section 3.04.	Financial Condition; No Material Adverse Change	58
	Section 3.05.	Properties	58
	Section 3.06.	Litigation, Environmental and Labor Matters	58
	Section 3.07.	Compliance with Laws and Agreements	59
	Section 3.08.	Investment Company Status	59
	Section 3.09.	Taxes	59
	Section 3.10.	ERISA	59


 




     


     

    

 


Table Of Contents

(continued)


 


	 	 	Page
	 	 	 
	Section 3.11.	Disclosure	59
	Section 3.12.	Federal Reserve Regulations	59
	Section 3.13.	Liens	59
	Section 3.14.	No Default	59
	Section 3.15.	No Burdensome Restrictions	59
	Section 3.16.	Security Interest in Collateral	60
	Section 3.17.	Solvency	60
	Section 3.18.	Anti-Corruption Laws and Sanctions	60
	 	 	 
	ARTICLE IV Conditions	60
	 	 	 
	Section 4.01.	Effective Date	60
	Section 4.02.	Each Credit Event	62
	Section 4.03.	Designation of a Foreign Subsidiary Borrower	62
	 	 	 
	ARTICLE V Affirmative Covenants	63
	 	 	 
	Section 5.01.	Financial Statements and Other Information	63
	Section 5.02.	Notices of Material Events	64
	Section 5.03.	Existence; Conduct of Business	65
	Section 5.04.	Payment of Obligations	65
	Section 5.05.	Maintenance of Properties; Insurance	65
	Section 5.06.	Books and Records; Inspection Rights	65
	Section 5.07.	Compliance with Laws and Material Contractual Obligations	65
	Section 5.08.	Use of Proceeds	66
	Section 5.09.	Subsidiary Guaranty	66
	Section 5.10.	Pledge Agreements	66
	 	 	 
	ARTICLE VI Negative Covenants	67
	 	 	 
	Section 6.01.	Indebtedness	67
	Section 6.02.	Liens	68
	Section 6.03.	Fundamental Changes and Asset Sales	69
	Section 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	71
	Section 6.05.	Swap Agreements	71
	Section 6.06.	Transactions with Affiliates	71
	Section 6.07.	Restricted Payments	72
	Section 6.08.	Restrictive Agreements	72
	Section 6.09.	Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents	72
	Section 6.10.	Non-Guarantor Subsidiaries	73
	Section 6.11.	Financial Covenants	73
	 	 	 
	ARTICLE VII Events of Default	74
	 	 
	ARTICLE VIII The Administrative Agent	76
	 	 
	ARTICLE IX Miscellaneous	80


 




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Table Of Contents

(continued)


 


	 	 	Page
	 	 	 
	Section 9.01.	Notices	80
	Section 9.02.	Waivers; Amendments	82
	Section 9.03.	Expenses; Indemnity; Damage Waiver	84
	Section 9.04.	Successors and Assigns	85
	Section 9.05.	Survival	89
	Section 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	89
	Section 9.07.	Severability	89
	Section 9.08.	Right of Setoff	89
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	90
	Section 9.10.	WAIVER OF JURY TRIAL	91
	Section 9.11.	Headings	91
	Section 9.12.	Confidentiality	91
	Section 9.13.	USA PATRIOT Act	92
	Section 9.14.	Releases of Subsidiary Guarantors	92
	Section 9.15.	Interest Rate Limitation	93
	Section 9.16.	No Advisory or Fiduciary Responsibility	93
	 	 	 
	ARTICLE X Cross-Guarantee	94
	 	 
	ARTICLE XI Company Guarantee	96


 




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Table Of Contents

(continued)


 


	 	Page
	 	 
	SCHEDULES:	 
	 	 
	Schedule 2.01A 	– Commitments	 
	Schedule 2.01B	 – Letter of Credit Commitments	 
	Schedule 2.06	– Existing Letters of Credit	 
	Schedule 3.01 	– Subsidiaries	 
	Schedule 6.01 	– Existing Indebtedness	 
	Schedule 6.02 	– Existing Liens	 
	 	 
	EXHIBITS:	 
	 	 
	Exhibit A	– Form of Assignment and Assumption	 
	Exhibit B	– [Reserved]	 
	Exhibit C	– Form of Increasing Lender Supplement	 
	Exhibit D	– Form of Augmenting Lender Supplement	 
	Exhibit E	– List of Closing Documents	 
	Exhibit F-1	– Form of Borrowing Subsidiary Agreement	 
	Exhibit F-2	– Form of Borrowing Subsidiary Termination	 
	Exhibit G 	– Form of Subsidiary Guaranty	 
	Exhibit H-1	– Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)	 
	Exhibit H-2	– Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)	 
	Exhibit H-3	– Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)	 
	Exhibit H-4	– Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)	 
	Exhibit I-1 	– Form of Borrowing Request	 
	Exhibit I- 2 	– Form of Interest Election Request	 


 




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AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”) dated as of December 21, 2015 among ESCO TECHNOLOGIES INC., the FOREIGN
SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent and BANK OF AMERICA, N.A., BMO HARRIS BANK, N.A., SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents.


 


WHEREAS,
the Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, are currently party
to the Credit Agreement, dated as of May 14, 2012 (as amended, supplemented or otherwise modified prior to the Effective Date,
the “Existing Credit Agreement”);


 


WHEREAS,
the Borrowers, the Lenders party hereto, the Departing Lender (as defined below) and
the Administrative Agent have (a) entered into this Agreement in order to (i) amend and restate the Existing Credit Agreement in
its entirety; (ii) extend the applicable maturity date in respect of the existing revolving credit facility under the Existing
Credit Agreement; (iii) re-evidence the “Obligations” and “Secured Obligations” under, and as defined in,
the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; and (iv) set forth the
terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or
for the benefit of the Borrowers and (b) agreed that the Departing Lender shall cease to be a party to the Existing Credit
Agreement as evidenced by its execution and delivery of its Departing Lender Signature Page;


 


WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the
parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities,
but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities
of the Borrowers and the Subsidiaries outstanding thereunder, which shall be payable in accordance with the terms hereof; and


 


WHEREAS,
it is also the intent of the Borrowers to confirm that all obligations under the applicable “Loan Documents” (as referred
to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents
(as referred to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement”
contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing
Credit Agreement is hereby amended and restated as follows:


 


ARTICLE
I



Definitions


 


Section
1.01.  Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest
at a rate determined by reference to the Alternate Base Rate.


 




     


     

    

 


“Acquisition”
means, any acquisition, in one or a series of transactions (whether by purchase, merger, consolidation or otherwise), of (i) all
or substantially all the assets of or (ii) all or substantially all the Equity Interests in, a Person or division or line
of business of a Person.


 


“Adjusted LIBO
Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent
for the Lenders hereunder.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affected Foreign
Subsidiary” means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would
cause a Deemed Dividend Problem.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Agent
Party” has the meaning assigned to such term in Section 9.01(d).


 


“Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and
conditions hereof. As of the Effective Date, the Aggregate Commitment is $450,000,000.


 


“Agreed Currencies”
means (a) with respect to Revolving Loans, (i) Dollars, (ii) euro, (iii) Pounds Sterling and (iv) any other currency
(x) that is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars,
(y) for which a LIBOR Screen Rate is available and (z) that is agreed to by the Administrative Agent and each of the Lenders (any
such currency described in this clause (a), an “Agreed Revolving Loan Currency”), and (b) with respect to any
Letter of Credit (i) any Agreed Revolving Loan Currency and (ii) any other foreign currency agreed to by the Administrative
Agent and the applicable Issuing Bank (any such currency described in this clause (b), an “Agreed LC Currency”).


 


“Agreed
LC Currency” has the meaning assigned to such term in clause (b) of the definition of “Agreed Currencies”.


 


“Agreed
Revolving Loan Currency” has the meaning assigned to such term in clause (a) of the definition of “Agreed Currencies”.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO
Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%, provided that the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00
a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate shall be effective from and including the effective date
of such change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate, respectively. For the avoidance of doubt, if the Alternate
Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 




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“Alternative
Rate” has the meaning assigned to such term in Section 2.14(a).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time
to time concerning or relating to bribery or corruption.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s
Commitment; provided that, in the case of Section 2.24 when a Defaulting Lender shall exist, “Applicable Percentage”
shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such
Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting
Lender at the time of determination.


 


“Applicable
Pledge Percentage” means 100% but 65% in the case of a pledge by the Company or any Domestic Subsidiary of its Equity
Interests in an Affected Foreign Subsidiary.


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Revolving Loan or any ABR Revolving Loan or with respect to
the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency
Spread”, “ABR Spread” or “Facility Fee Rate”, as the case may be, based upon the Leverage Ratio applicable
on such date:


 


	 	 	Leverage Ratio:	 	Eurocurrency

Spread	 	ABR

Spread	 	Facility

Fee Rate
	Category 1:	 	< 1.00 to 1.00	 	0.875%	 	0.000%	 	0.125%
	Category 2:	 	
        > 1.00 to 1.00 but

        < 1.75 to 1.00
	 	0.975%	 	0.000%	 	0.150%
	Category 3:	 	
        > 1.75 to 1.00 but

        < 2.50 to 1.00
	 	1.200%	 	0.200%	 	0.175%
	Category 4:	 	
        > 2.50 to 1.00 but

        < 3.25 to 1.00
	 	1.400%	 	0.400%	 	0.225%
	Category 5	 	> 3.25 to 1.00	 	1.600%	 	0.600%	 	0.275%


 


For purposes of the
foregoing,


 


(i) if at
any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01,
Category 5 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery
and ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the Category
shall be determined in accordance with the table above as applicable;


 


(ii) adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received
the applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing
on the effective date of such change and ending on the date immediately preceding the effective date of the next such change);
and


 




    	 	3	 



     

    

 


(iii) notwithstanding
the foregoing, the opening Category shall be based on a pro forma computation of the Leverage Ratio on and as of the Effective
Date (after giving effect to all obligations incurred on such date) until the Administrative Agent’s receipt of the applicable
Financials for the Company’s first fiscal quarter ending after the Effective Date and adjustments to the Category then in
effect shall thereafter be effected in accordance with the preceding paragraphs.


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.20.


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Commitments.


 


“Banking Services”
means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored
value cards, (c) merchant processing services and (d) treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate
depository network services).


 


“Banking Services
Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.


 


“Banking Services
Obligations” means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such
ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 




    	 	4	 



     

    

 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
means the Company or any Foreign Subsidiary Borrower.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.


 


“Borrowing Request”
means a request by any Borrower for a Revolving Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit
I-1.


 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2.


 


“Burdensome
Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of
Section 6.08.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market
or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are the subject of
a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “Business Day”
shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital lease obligations on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within
the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity
Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Company; (b) during any period of 12 consecutive calendar months, occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Company by Persons who were not (i) directors of the Company on the first day of
such 12 consecutive calendar month period, (ii) nominated or appointed by the board of directors of the Company or (iii) approved
by the board of directors of the Company as director candidates prior to their election; (c) the acquisition of direct or
indirect Control of the Company by any Person or group; (d) the occurrence of a change in control, or other similar provision,
as defined in any agreement or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which
default or mandatory prepayment has not been waived in writing); or (e) the Company ceases to own, directly or indirectly,
and Control 100% (other than directors’ qualifying shares) of the ordinary voting and economic power of any Foreign Subsidiary
Borrower.


 




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“Change in Law”
means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender
becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation. implementation or application thereof by
any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether
or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein
to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements
and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines,
requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,
shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Swingline Loans.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Co-Documentation
Agent” means each of Bank of America, N.A., BMO Harris Bank, N.A., SunTrust Bank and Wells Fargo Bank, National Association,
in its capacity as co-documentation agent for the credit facility evidenced by this Agreement.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09,
(b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set
forth on Schedule 2.01A, or in the Assignment and Assumption or other documentation contemplated hereby pursuant to
which such Lender shall have assumed its Commitment, as applicable.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor
statute.


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


“Company”
means ESCO Technologies Inc., a Missouri corporation.


 


“Computation
Date” is defined in Section 2.04.


 


“Consent Letter”
means the amended and restated consent letter, dated as of December 21, 2015, delivered by the Administrative Agent to the Company.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated), or are
Taxes imposed in lieu of net income Taxes (e.g. Washington State B&O Tax), or that are franchise Taxes or branch profits Taxes.


 




    	 	6	 



     

    

 


“Consolidated
Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset
which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared
in accordance with GAAP.


 


“Consolidated
EBITDA” means, with reference to any period, Consolidated Net Income plus, without duplication and to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for income
taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) extraordinary or non-recurring non-cash expenses
or losses incurred other than in the ordinary course of business, (vi) extraordinary or non-recurring cash expenses or losses
incurred other than in the ordinary course of business in an aggregate amount not to exceed $5,000,000 for any period of four consecutive
fiscal quarters (each such period, a “Reference Period”), (vii) non-cash expenses related to stock based compensation
minus, to the extent included in Consolidated Net Income, (1) interest income, (2) income tax credits and refunds
(to the extent not netted from tax expense), (3) any cash payments made during such period in respect of items described in
clauses (v) or (vii) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred
and (4) extraordinary, unusual or non-recurring income or gains realized other than in the ordinary course of business, all
calculated for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating
Consolidated EBITDA for any Reference Period, (i) if at any time during such Reference Period the Company or any Subsidiary
shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal
to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference
Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated
EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis as if such Material Acquisition
occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means
any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising
all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially
all of the common stock or other Equity Interests of a Person, and (b) involves the payment of consideration by the Company
and its Subsidiaries in excess of $5,000,000; and “Material Disposition” means any sale, transfer or disposition
of property or series of related sales, transfers, or dispositions of property that yields gross proceeds to the Company or any
of its Subsidiaries in excess of $5,000,000.


 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense (including without limitation interest expense
under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its Subsidiaries calculated
on a consolidated basis for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries allocable
to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers acceptance financing and net costs under interest rate Swap Agreements to the extent
such net costs are allocable to such period in accordance with GAAP). In the event that the Company or any Subsidiary shall have
completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated Interest Expense
shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment
of Indebtedness, had occurred at the beginning of such period.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded
any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in such
period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company
or any wholly-owned Subsidiary of the Company.


 




    	 	7	 



     

    

 


“Consolidated
Sales” means, with reference to any period, total sales of the Company and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis as of such date.


 


“Consolidated
Tangible Assets” means, as of the date of determination thereof, Consolidated Total Assets minus the Intangible Assets
of the Company and its Subsidiaries on such date.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis as of such date.


 


“Consolidated
Total Indebtedness” means at any time the sum, without duplication, of (a) the aggregate Indebtedness of the Company
and its Subsidiaries calculated on a consolidated basis as of such time in accordance with GAAP and (b) the aggregate amount
of Indebtedness of the Company and its Subsidiaries relating to the maximum drawing amount of all letters of credit outstanding
and bankers acceptances.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and
“Controlled” have meanings correlative thereto.


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Party”
means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender.


 


“Deemed Dividend
Problem” means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed
earnings and profits being deemed to be repatriated to the Company or the applicable parent Domestic Subsidiary under Section 956
of the Code and the effect of such repatriation causing adverse tax or accounting consequences to the Company or such parent Domestic
Subsidiary, in each case as determined by the Company in its commercially reasonable judgment acting in good faith and in consultation
with its legal and tax advisors.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded
or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline
Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has
not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect,
that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally
under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after
request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory
to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.


 




    	 	8	 



     

    

 


“Departing
Lender” means Compass Bank.


 


“Departing Lender
Signature Page” means the signature page to this Agreement on which it is indicated that the Departing Lender executing
the same shall cease to be a party to the Existing Credit Agreement on the Effective Date.


 


“Dollar Amount”
of any currency at any date means (i) the amount of such currency if such currency is Dollars or (ii) the equivalent
amount thereof in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency,
on or as of the most recent Computation Date provided for in Section 2.04.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America, unless such Subsidiary is
wholly owned by one or more Foreign Subsidiaries.


 


“Dormant Subsidiary”
means a Subsidiary of the Company that has only de minimis assets and does not conduct any business.


 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Electronic
System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and
any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent
and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes
or other security system.


 


“Eligible Foreign
Subsidiary” means ESCO Luxembourg Holding LLC S.C.S., an entity organized under the laws of Luxembourg, Doble Lemke GmbH
(f/k/a ESCO European Holding GmbH), an entity organized under the laws of Germany, one or more Foreign Subsidiaries organized under
the laws of the United Kingdom, and any other Foreign Subsidiary that is approved from time to time by the Administrative Agent
and the Lenders (such approval not to be unreasonably withheld).


 




    	 	9	 



     

    

 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the management, release or threatened release of any Hazardous Material into the indoor or
outdoor environment or to occupational health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any written contract or agreement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.


 


“Equivalent
Amount” of any currency with respect to any amount of Dollars at any date means the equivalent in such currency of such
amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the
date on or as of which such amount is to be determined.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the
“minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company
or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans
or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer
Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within
the meaning of Title IV of ERISA.


 


“euro”
and/or “EUR” means the single currency of the Participating Member States.


 




    	 	10	 



     

    

 


“Eurocurrency”,
when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Eurocurrency
Payment Office” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and
each Lender.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Exchange Rate”
means, on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into Dollars,
as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency.
In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Foreign
Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably
selected by the Administrative Agent or, in the event no such service is selected, such Exchange Rate shall instead be calculated
on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency
on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery
two Business Days later; provided, that if at the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Company, may use any reasonable method it deems appropriate to determine
such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a
portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan
Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security
interest becomes effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master
agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is
attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated) or are Taxes imposed in lieu of net income
Taxes (e.g. Washington State B&O Tax), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of
such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable
lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection
Taxes, (b) in the case of a Lender, U.S. Federal, Luxembourg or German withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request
by any Borrower under Section 2.19(b) and, for the avoidance of doubt, for purposes of this definition, a Lender shall be treated
as having an interest in the Loan, Letter of Credit or Commitment to any Foreign Subsidiary Borrower on the date such Lender becomes
a party hereto, whether or not such Foreign Subsidiary Borrower is a party hereto on such date) or (ii) such Lender changes the
location of its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a
Loan, Letter of Credit or Commitment or to such Lender immediately before it changed the location of its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed
under FATCA.


 




    	 	11	 



     

    

 


“Existing Credit
Agreement” has the meaning assigned to such term in the recitals hereto.


 


“Existing Letters
of Credit” has the meaning assigned to such term in Section 2.06(a).


 


“Existing
Revolving Loans” shall have the meaning assigned to such term in Section 2.01.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Effective Rate” means, for any day, the rate calculated by the FRBNY based on such
day’s federal funds transactions by depository institutions (as determined in such manner as the FRBNY shall set forth on
its public website from time to time) and published on the next succeeding Business Day by the FRBNY as the federal funds effective
rate. For the avoidance of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“First Tier
Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Company and its Domestic
Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Currency
LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount
of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC
Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Currency
Sublimit” means (a) $75,000,000 or (b) if the Company elects to increase the Commitments pursuant to Section 2.20, the
sum of the amount in clause (a) and the aggregate amount of all such increased Commitments.


 


“Foreign Lender”
means (a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and
(b) if the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under
the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.


 




    	 	12	 



     

    

 


“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary, including any Subsidiary organized under the laws of a jurisdiction located
in the United States of America that is wholly owned by one or more Foreign Subsidiaries.


 


“Foreign Subsidiary
Borrower” means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23
and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.


 


“Foreign Subsidiary
Borrower Amendment” is defined in Section 2.23.


 


“FRBNY”
means the Federal Reserve Bank of New York.


 


“FRBNY
Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day; provided that if both such rates are not so published for any day that is a Business
Day, the term “FRBNY Rate” means the rate quoted for such day for a federal funds transaction at 11:00 a.m. on such
day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further,
that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial
accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the
Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of
the foregoing).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business.


 




    	 	13	 



     

    

 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners
of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable
governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to
which such approval has been withdrawn.


 


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Increasing
Lender” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect
of bankers’ acceptances, and (k) all obligations of such Person under Sale and Leaseback Transactions. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof,
Other Taxes.


 


“Ineligible
Institution” has the meaning assigned to such term in Section 9.04(b).


 


“Information
Memorandum” means the Confidential Information Memorandum dated November 2015 relating to the Company and the Transactions.


 


“Intangible
Assets” means the aggregate amount, for the Company and its Subsidiaries on a consolidated basis, of all assets classified
as intangible assets under GAAP, including, without limitation, customer lists, acquired technology, goodwill, computer software,
trademarks, patents, copyrights, organization expenses, franchises, licenses, trade names, brand names, mailing lists, catalogs,
unamortized debt discount and capitalized research and development costs.


 




    	 	14	 



     

    

 


“Interest Coverage
Ratio” has the meaning assigned to such term in Section 6.11(b).


 


“Interest Election
Request” means a request by the applicable Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08
in the form attached hereto as Exhibit I-2.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September
and December and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any Swingline Loan, the
day that such Loan is required to be repaid and the Maturity Date.


 


“Interest Period”
means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower (or the Company
on behalf of the applicable Borrower) may elect; provided, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business
Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation
of such Borrowing.


 


“Interpolated
Rate” means, at any time , for any Interest Period, the rate per annum determined by the Administrative Agent
(which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating
on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the
applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for
which the LIBOR Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case,
at such time.


 


“Investments”
has the meaning assigned to such term in Section 6.04.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing Bank”
means any of (a) the Principal Issuing Banks and (b) solely with respect to their respective Existing Letters of Credit, PNC Bank,
National Association, Bank of America, N.A. and Commerce Bank, each in its individual capacity as an issuer of Letters of Credit
hereunder, and its respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 




    	 	15	 



     

    

 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus
(b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at
such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“Lenders”
means the Persons listed on Schedule 2.01A and any other Person that shall have become a Lender hereunder pursuant
to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated thereby, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated thereby. Unless
the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks. For the avoidance
of doubt, the term “Lenders” excludes the Departing Lender.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement.


 


“Letter of Credit
Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit
hereunder. The initial amount of each Principal Issuing Bank’s Letter of Credit Commitment is (i) set forth on Schedule
2.01B, (ii) in the case of a Principal Issuing Bank appointed after the Effective Date pursuant to the definition thereof,
such amount as agreed to in writing by the Company, the Administrative Agent and such Issuing Bank, or (iii) if an Issuing Bank
has entered into an Assignment and Assumption, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in
the Register maintained by the Administrative Agent; each Principal Issuing Bank’s Letter of Credit Commitment may be decreased
or increased from time to time with the written consent of the Company, the Administrative Agent and the Principal Issuing Banks
(provided that any increase in the Letter of Credit Commitment with respect to any Principal Issuing Bank, or any decrease in the
Letter of Credit Commitment to an amount not less than any Principal Issuing Bank’s Letter of Credit Commitment as of the
Effective Date, shall only require the consent of the Company and such Principal Issuing Bank. The amount of each other Issuing
Bank’s Letter of Credit Commitment shall be the amount in respect of such Issuing Bank’s Existing Letters of Credit
(including any amendment, renewal or extension of such Existing Letters of Credit) set forth on Schedule 2.06.


 


“Leverage Ratio”
has the meaning assigned to such term in Section 6.11(a).


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and
for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other
Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest
Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such
Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable
discretion (in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation
Day for such Agreed Currency and Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such
rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that if a LIBOR Screen Rate
shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO
Rate for such Agreed Currency and such Interest Period shall be the Interpolated Rate; provided, that, if any Interpolated
Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed
that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.


 




    	 	16	 



     

    

 


“LIBOR
Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 


“Loan”
means a loan made by the Lenders to a Borrower pursuant to this Agreement.


 


“Loan Documents”
means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guaranty, the
Pledge Agreements, any promissory notes issued pursuant to Section 2.10(e), any Letter of Credit applications and any and
all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in
favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts,
notices, letter of credit applications and any agreements between any Borrower and an Issuing Bank regarding the Issuing Bank’s
Letter of Credit Commitment or the respective rights and obligations between such Borrower and such Issuing Bank in connection
with the issuance of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed by or on behalf
of any Loan Party, or any officer of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with
this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications
thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference
becomes operative.


 


“Loan Parties”
means, collectively, the Borrowers and the Subsidiary Guarantors.


 


“Loans”
means all of the loans made by the Lenders to each of the Borrowers pursuant to this Agreement, collectively.


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (ii) local
time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local
time shall mean London, England time unless otherwise notified by the Administrative Agent).


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Company
and the Subsidiaries taken as a whole, (b) the ability of any Borrower to perform any of its obligations under this Agreement
or (c) the validity or enforceability of this Agreement or any and all other Loan Documents or the rights or remedies of the
Administrative Agent and the Lenders thereunder.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any
one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $30,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any
Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or
such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 




    	 	17	 



     

    

 


“Material Subsidiary”
means (a) each Foreign Subsidiary Borrower, (b) each other Subsidiary which, as of the last day of the most recent fiscal quarter
of the Company, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered
pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than
five percent (5%) of Consolidated Tangible Assets as of such date and (c) each other Subsidiary which, as of the last day of the
most recent fiscal year of the Company, for the fiscal year then ended, contributed greater than five percent (5%) of Consolidated
Sales for such period; provided that, if at any such measurement date, the aggregate amount of Consolidated Tangible Assets
attributable to all Subsidiaries (other than Affected Foreign Subsidiaries) that are not Material Subsidiaries exceeds fifteen
percent (15%) of Consolidated Tangible Assets as of the end of any such fiscal quarter, or the aggregate amount of Consolidated
Sales attributable to all Subsidiaries (other than Affected Foreign Subsidiaries) that are not Material Subsidiaries exceeds twenty
percent (20%) of Consolidated Sales as of the end of any such fiscal year, the Company (or, in the event the Company has failed
to do so within ten (10) Business Days of the due date of the relevant Financials, the Administrative Agent) shall designate sufficient
Subsidiaries (other than Affected Foreign Subsidiaries) as “Material Subsidiaries” to eliminate such excess, and such
designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries. Notwithstanding the foregoing,
Thermoform Engineered Quality LLC shall be a Material Subsidiary, and none of the Company’s Subsidiaries that are organized
under the laws of the People’s Republic of China shall be a Material Subsidiary.


 


“Maturity Date”
means December 21, 2020.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, any Issuing
Bank or any indemnified party, individually or collectively, existing on the Original Effective Date or arising thereafter, direct
or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured,
arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents
or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other
instruments at any time evidencing any thereof.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Original
Effective Date” means May 14, 2012.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit
or Loan Document).


 




    	 	18	 



     

    

 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overnight Bank
Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the FRBNY as set
forth on its public website from time to time) and published on the next succeeding Business Day by the FRBNY as an overnight bank
funding rate (from and after such date as the FRBNY shall commence to publish such composite rate).


 


“Overnight Foreign
Currency Rate” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the
Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for
more than three (3) Business Days, then for such other period of time as the Administrative Agent may reasonably elect) for
delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in
the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable
to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings
imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant
currency.


 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


 


“Participating
Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Union relating to economic and monetary union.


 


“Patriot
Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 




    	 	19	 



     

    

 


“Permitted Acquisition”
means any Acquisition (other than a Hostile Acquisition) or series of related Acquisitions by the Company or any Subsidiary, if,
at the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would arise after
giving effect thereto, (b) such Person or division or line of business is engaged in the same or a similar line of business
as the Company and the Subsidiaries or business reasonably related thereto, (c) all actions required have been taken as of
the date of such Permitted Acquisition with respect to such acquired or newly formed Subsidiary under Sections 5.09 and 5.10
shall have been taken, (d) the Company and the Subsidiaries are in compliance, on a pro forma basis, with the covenants contained
in Section 6.11 (in the case of the Leverage Ratio, giving effect to the Temporary Leverage Ratio Step Up if the Company has
exercised, or has indicated that it will exercise, the Temporary Leverage Ratio Step Up in connection with such Acquisition) recomputed
as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if
such Acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized
over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing
such compliance and, if the aggregate consideration paid in respect of such Acquisition exceeds $50,000,000, the Company shall
have delivered to the Administrative Agent a certificate of a Financial Officer of the Company to such effect, together with all
relevant financial information, statements and projections reasonably requested by the Administrative Agent, (e) in the case
of a merger or consolidation involving the Company, the Company is the surviving entity of such merger and/or consolidation, (f)
in the case of a merger or consolidation involving a Subsidiary Guarantor, such Subsidiary Guarantor is the surviving entity of
such merger and/or consolidation or the entity surviving such merger and/or consolidation assumes the Subsidiary Guarantor’s
obligations under the Subsidiary Guaranty, and (g) the aggregate consideration paid in respect of such Acquisition, when taken
together with the aggregate consideration paid in respect of all other Acquisitions (other than any Acquisition consummated at
a time when the Dollar limitation does not apply in accordance with the following proviso) does not exceed $50,000,000 during any
fiscal year of the Company; provided that such Dollar limitation shall not be applicable if at the time of the consummation
of such Acquisition and immediately after giving effect (including giving effect on a pro forma basis) thereto, the Total Leverage
Ratio is equal to or less than 3.50 to 1.00.


 


“Permitted Encumbrances”
means:


 


(a) Liens imposed by
law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested
in compliance with Section 5.04;


 


(c) pledges and deposits
made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social
security laws or regulations;


 


(d) pledges and deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business;


 


(e) judgment Liens in
respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;


 


(f) easements, zoning
restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere
with the ordinary conduct of business of the Company or any Subsidiary;


 


(g) customary rights
of setoff upon deposits of cash in favor of banks and other depository institutions and Liens of a collecting bank arising under
the UCC in respect of payment items in the course of collection;


 


(h) Liens, if any, arising
from precautionary UCC financing statement filings (or similar filings under applicable law) regarding operating leases or consignments;


 




    	 	20	 



     

    

 


(i) Liens, if any, representing
any interest or title of a licensor, lessor (including landlords) or sublicensor or sublessor, or a licensee, lessee or sublicensee
or sublessee, in the property subject to any lease (other than Capital Lease Obligations), license or sublicense agreement entered
into in the ordinary course of business that do not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Company or any Subsidiary on such affected property; and


 


(j) Liens arising under
applicable law and in the ordinary course of business in favor of customs and forwarding agents and similar Persons in respect
of imported goods and merchandise in the custody of such Persons so long as such liens only attach to such imported goods and merchandise;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness.


 


“Permitted Investments”
means:


 


(a) direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America),
in each case maturing within one year from the date of acquisition thereof;


 


(b) investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody’s;


 


(c) investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital
and surplus and undivided profits of not less than $500,000,000;


 


(d) fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a)
above and entered into with a financial institution satisfying the criteria described in clause (c) above; and


 


(e) money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Pledge Agreements”
means any pledge agreements, share mortgages, charges and comparable instruments and documents from time to time executed pursuant
to the terms of Section 5.10 in favor of the Administrative Agent for the benefit of the Secured Parties as amended, restated,
supplemented or otherwise modified from time to time.


 




    	 	21	 



     

    

 


“Pledge Subsidiary”
means each First Tier Foreign Subsidiary which is a Material Subsidiary; provided that if a pledge of 100% of the voting shares
of Equity Interests of any such Foreign Subsidiary which is a Material Subsidiary could give rise to a Deemed Dividend Problem,
such pledge shall be limited to 65% of the voting Equity Interests of the First Tier Foreign Subsidiary in the relevant ownership
chain.


 


“Pledged Equity”
means all pledged Equity Interests in or upon which a security interest or Lien is from time to time granted to the Administrative
Agent, for the benefit of the Secured Parties, under the Pledge Agreements.


 


“Pounds Sterling”
means the lawful currency of the United Kingdom.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be effective
from and including the date such change is publicly announced as being effective.


 


“Principal Issuing
Bank” means each of JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, and any other Lender reasonably
acceptable to the Administrative Agent in consultation with the Borrower, in such Lender’s separate capacity as an issuer
of Letters of Credit pursuant to Section 2.06 hereunder, with respect to any and all Letters of Credit issued by such Lender in
its sole discretion upon the Borrower’s request, each in its individual capacity as an issuer of Letters of Credit hereunder.


 


“Quotation
Day” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds Sterling,
the first day of such Interest Period, (ii) if the currency is euro, the day that is two (2) TARGET2 Days before the first day
of such Interest Period, and (iii) for any other currency, two (2) Business Days prior to the commencement of such Interest Period
(unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined,
in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market
(and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)).


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Reference
Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the Administrative
Agent at its request by the Reference Banks (as the case may be) as of the applicable time on the Quotation Day for Loans in the
applicable currency and the applicable Interest Period as the rate at which the relevant Reference Bank could borrow funds in the
London (or other applicable) interbank market in the relevant currency and for the relevant period, were it to do so by asking
for and then accepting interbank offers in reasonable market size in that currency and for that period.


 


“Reference
Banks” means the principal London (or other applicable) offices of JPMorgan Chase Bank, N.A. and such other banks as
may be appointed by the Administrative Agent in consultation with the Company. No Lender shall be obligated to be a Reference Bank
without its consent.


 




    	 	22	 



     

    

 


“Register”
has the meaning assigned to such term in Section 9.04(b).


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees,
agents, advisors and representatives of such Person and such Person’s Affiliates.


 


“Required Lenders”
means, subject to Section 2.24, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII,
and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, then,
as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its
Revolving Credit Exposure to the extent such Lender shall have funded its participation in the outstanding Swingline Loans.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests in the Company or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests
in the Company or any Subsidiary.


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Revolving Loans and its LC Exposure and Swingline Exposure at such time.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale
and Leaseback Transaction” means any sale or other transfer of any property or asset by any Person with the intent to
lease such property or asset as lessee.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at
the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC,
the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, (b) any
Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b).


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the
European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.


 


“SEC”
means the United States Securities and Exchange Commission.


 




    	 	23	 



     

    

 


“Secured Obligations”
means (i) the Obligations and (ii) all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their
respective Affiliates; provided that the definition of “Secured Obligations” shall not create or include any guarantee
by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations
of such Loan Party for purposes of determining any obligations of any Loan Party.


 


“Secured Parties”
means the holders of the Obligations from time to time and shall include (i) each Lender and each Issuing Bank in respect
of its Loans and LC Exposure respectively, (ii) the Administrative Agent, each Issuing Bank and the Lenders in respect of
all other present and future obligations and liabilities of the Company and each Subsidiary of every type and description arising
under or in connection with this Agreement or any other Loan Document, (iii) each Lender and Affiliate of such Lender in respect
of Swap Agreements and Banking Services Agreements entered into with such Person by the Company or any Subsidiary, (iv) each
indemnified party under Section 9.03 in respect of the obligations and liabilities of each of the Borrowers to such Person
hereunder and under the other Loan Documents, and (v) their respective successors and (in the case of a Lender, permitted)
transferees and assigns.


 


“Solvent”
means, in reference to any Person, (i) the fair value of the assets of such Person, at a fair valuation, will exceed its debts
and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of such Person
will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) such Person will be able to
pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;
and (iv) such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as
such business is now conducted and is proposed to be conducted after the Effective Date.


 


“Securities
Act” means the United States Securities Act of 1933.


 


“Specified
Ancillary Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding)
of any of the Subsidiaries, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise, to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement.


 


“Specified
Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract
or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any
rules or regulations promulgated thereunder.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any
marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority,
the Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental
Authority for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the
case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall include those imposed
pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee
or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time
to any Lender under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.


 




    	 	24	 



     

    

 


“Subordinated
Indebtedness” means any Indebtedness of the Company or any Subsidiary the payment of which is subordinated to payment
of the obligations under the Loan Documents.


 


“Subordinated
Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered
into in connection with any Subordinated Indebtedness.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary
Guarantor” means each Material Subsidiary or any other Subsidiary at the Company’s election (other than Affected
Foreign Subsidiaries) that is party to the Subsidiary Guaranty. The Subsidiary Guarantors on the Effective Date are identified
as such in Schedule 3.01 hereto.


 


“Subsidiary
Guaranty” means that certain Guaranty dated as of the Effective Date in the form of Exhibit G (including
any and all supplements thereto) and executed by each Subsidiary Guarantor party thereto, and, in the case of any guaranty by a
Foreign Subsidiary, any other guaranty agreements as are requested by the Administrative Agent and its counsel, in each case as
amended, restated, supplemented or otherwise modified from time to time.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap
Agreement.


 


“Swap Obligations”
means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations,
buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with
respect to any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the aggregate principal amount
of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations funded
by the other Lenders in such Swingline Loans).


 




    	 	25	 



     

    



 


“Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder,
and its successors in such capacity.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement)
for the settlement of payments in euro.


 


“TARGET2
Day” means a day that TARGET2 is open for the settlement of payments in euro.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments
or other similar fees or charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Temporary Leverage
Ratio Step-Up” has the meaning assigned to such term in Section 6.11(a).


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing
of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“UK Borrower”
means, from and after the date on which it may become a party hereto after the Effective Date pursuant to Section 2.23, any Eligible
Foreign Subsidiary organized under the laws of the United Kingdom, unless such Subsidiary has ceased to constitute a Foreign Subsidiary
Borrower pursuant to Section 2.23.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 




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“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


Section
1.02.  Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by
Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”)
or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency
Revolving Borrowing”).


 


Section
1.03.  Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed
to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring
to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the
force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented
or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein),
(b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time
to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference
herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on
assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


 


Section
1.04.  Accounting Terms; GAAP; Pro Forma Calculations. (a) Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request
an amendment to any provision hereof for such purpose), including, without limitation, any proposed or pending change to the treatment
of operating leases under GAAP, regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards
Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined
therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under
Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having
a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness
shall at all times be valued at the full stated principal amount thereof.


 




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(b) All pro forma computations
required to be made hereunder giving effect to any acquisition or disposition, or issuance,
incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto
(and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance,
incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction
consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date
of such computation) as if such transaction had occurred on the first day of the period of
four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered
pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal
quarter included in the financial statements referred to in Section 3.04(a)), and, to the extent applicable, to the historical
earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost
savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the
Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire
period (taking into account any Swap Agreement applicable to such Indebtedness).


 


Section
1.05.  Status of Obligations. In the event that the Company
or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Company shall take or cause
such other Loan Party to take all such actions as shall be necessary to cause the Obligations to constitute senior indebtedness
(however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have
and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under
the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby designated as “senior
indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any
indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all
such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may
have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness
under the terms of such Subordinated Indebtedness.


 


Section
1.06.  Amendment and Restatement
of the Existing Credit Agreement. The parties to this Agreement agree that, on the Effective Date, the terms and provisions
of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions
of this Agreement. This Agreement is not intended to be, and shall not constitute, a novation. All Loans made and Secured Obligations
incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations
under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon
the effectiveness of the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the “Loan
Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement”
and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents,
(b) the “Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder
as set forth on Schedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant
actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each
such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflects such Lender’s Applicable
Percentage of the outstanding aggregate Revolving Credit Exposures on the Effective Date and each of the signatories hereto that
is also a party to the Existing Credit Agreement hereby agrees that any and all required notices and notice periods under the
Existing Credit Agreement in connection with the prepayment (if any) on the Effective Date of any “Loans” under the
Existing Credit Agreement are hereby waived and of no force and effect, (d) the Borrowers hereby agree to compensate each Lender
for any and all losses, costs and expenses incurred by such Lender and that have not been waived by such Lender in connection
with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit
Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof
and (e) the revolving loans previously made to the Borrowers by the Departing Lender under the Existing Credit Agreement which
remain outstanding as of the date of this Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and
fees thereon), the Departing Lender’s “Commitments” under the Existing Credit Agreement shall be terminated
and the Departing Lender shall not be a Lender hereunder.


 




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ARTICLE
II



The Credits


 


Section
2.01.  Commitments. Prior to the Effective Date, certain “Revolving
Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective
Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms
and conditions set forth in this Agreement, each Borrower and each of the Lenders agree that on the Effective Date, but subject
to the reallocation and other transactions described in Section 1.06, the Existing Revolving Loans shall be re-evidenced as Revolving
Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced
by this Agreement. Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees
to make Revolving Loans to each of the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate
principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s Revolving
Credit Exposure exceeding such Lender’s Commitment, (b) subject to Section 2.04, the sum of the Dollar Amount
of the total Revolving Credit Exposures exceeding the Aggregate Commitment or (c) subject to Section 2.04, the Dollar
Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the
Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers
may borrow, prepay and reborrow Revolving Loans.


 


Section
2.02.  Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan) shall be made
as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments.
The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.


 


(b)          Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the relevant Borrower
may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars. Each Swingline Loan shall
be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such
Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation
of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.


 




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(c)          At
the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000 units of such
currency) and not less than $5,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 5,000,000 units of such currency).
At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple
of $1,000,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that
is equal to the entire unused balance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and
not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of ten (10) Eurocurrency Revolving Borrowings outstanding.


 


(d)          Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.


 


Section
2.03.  Requests for Revolving Borrowings. To request a Revolving
Borrowing, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent
of such request (a) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower, or
the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of
a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency
Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower, or
the Company on its behalf) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in
a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing,
not later than 12:00 noon, New York City time, on the day of the proposed Borrowing; provided that any such notice
of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be
given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)          the
name of the applicable Borrower;


 


(ii)         the
aggregate principal amount of the requested Borrowing;


 


(iii)        the
date of such Borrowing, which shall be a Business Day;


 


(iv)        whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 




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(v)         in
the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be
a period contemplated by the definition of the term “Interest Period”; and


 


(vi)        the
location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.07.


 


If no election as to the Type of Revolving
Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Revolving Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the relevant
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount
of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section
2.04.  Determination of Dollar Amounts. The Administrative Agent
will determine the Dollar Amount of:


 


(a)          each
Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date
of conversion/continuation of any Borrowing as a Eurocurrency Borrowing,


 


(b)          the
LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit, and


 


(c)          all
outstanding Credit Events on and as of the last Business Day of each calendar quarter and, during the continuation of an Event
of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required
Lenders.


 


Each day upon or as of which the Administrative
Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a
“Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.


 


Section
2.05.  Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender may in its sole discretion make Swingline Loans in Dollars to the Company from time to
time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $40,000,000, (ii) the Dollar Amount of the Swingline Lender’s
Revolving Credit Exposure exceeding its Commitment or (iii) subject to Section 2.04, the Dollar Amount of the total Revolving
Credit Exposures exceeding the Aggregate Commitment; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Company may borrow, prepay and reborrow Swingline Loans.


 


(b)          To
request a Swingline Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy),
not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each
Swingline Loan available to the Company by means of a credit to the general deposit account of the Company with the Swingline Lender
(or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e),
by remittance to such Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 




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(c)          The
Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on
any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline
Lender. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative
Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.


 


Section
2.06.  Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, any
Borrower may request the issuance of Letters of Credit denominated in Agreed LC Currencies for its own account or the account
of a Subsidiary (provided that the Company shall be a co-applicant and co-obligor with respect to each Letter of Credit issued
for the account of any Subsidiary), in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank,
at any time and from time to time during the Availability Period. Notwithstanding the foregoing, the letters of credit identified
on Schedule 2.06 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit”
issued on the Effective Date for all purposes of the Loan Documents. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the
relevant Borrower to, or entered into by the relevant Borrower with, the relevant Issuing Bank relating to any Letter of Credit,
the terms and conditions of this Agreement shall control. Notwithstanding anything herein
to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds
of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any
country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result
in a violation of any Sanctions by any party to this Agreement. The  Company unconditionally and irrevocably agrees that,
in connection with any Letter of Credit issued for the account of any Subsidiary as provided in the first or second sentence of
this paragraph, the Company will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof,
the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account
party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available
to it as a guarantor or surety of the obligations of such a Subsidiary that shall be an account party in respect of any such Letter
of Credit).


 




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(b)          Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the relevant Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and
the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed LC Currency
applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the relevant Borrower also shall submit a letter
of credit application on the relevant Issuing Bank’s standard form in connection with any request for a Letter of Credit.
A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of
each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension, subject to Section 2.04, (i) (x) the aggregate undrawn Dollar Amount of all outstanding
Letters of Credit issued by the Issuing Bank at such time plus (y) the aggregate Dollar Amount of all LC Disbursements made by
the Issuing Bank that have not yet been reimbursed by or on behalf of such Borrower at such time shall not exceed its Letter of
Credit Commitment, (ii) no Lender’s Dollar Amount of Revolving Credit Exposure shall exceed its Commitment, (iii) the sum
of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Commitment and (iv) the Dollar
Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed
the Foreign Currency Sublimit.


 


(c)          Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date three years
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, three years after
such renewal or extension) and (ii) the Maturity Date; provided, that a Letter of Credit may expire up to three years beyond
the Maturity Date with the consent of the applicable Issuing Bank so long as the relevant Borrower cash collateralizes 105% of
the face amount of such Letter of Credit in the manner described in Section 2.06(j) no later than ten (10) Business Days prior
to the Maturity Date.


 




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(d)          Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of any Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s
Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the relevant Borrower on the date
due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the relevant
Borrower for any reason; provided that, (i) if the applicable LC Disbursement or other reimbursement payment is denominated
in Foreign Currency that is not an Agreed Revolving Loan Currency, or (ii) if the applicable Issuing Bank shall so elect in its
sole discretion by notice to the Lenders with respect to any LC Disbursement or other reimbursement payment denominated in any
other Foreign Currency, such payment described in clause (i) or (ii) shall be made in Dollars in the Lender’s Applicable
Percentage of the Dollar Amount of such LC Disbursement or other reimbursement payment. Each Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit
or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)          Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the relevant Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as
of the date such Issuing Bank made such LC Disbursement (or if an Issuing Bank shall so elect in its sole discretion by notice
to the relevant Borrower, in such other Agreed LC Currency which was paid by such Issuing Bank pursuant to such LC Disbursement
in an amount equal to such LC Disbursement) not later than 1:00 p.m., Local Time, on the date that such LC Disbursement is made,
if the relevant Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., Local Time, on such date,
or, if such notice has not been received by the relevant Borrower prior to such time on such date, then not later than 1:00 p.m.,
Local Time, on the Business Day immediately following the day that the relevant Borrower receives such notice, if such notice is
not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar
Amount of $1,000,000, the relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an
ABR Revolving Borrowing or Swingline Loan in Dollars in an amount equal to such LC Disbursement, (ii) to the extent such LC Disbursement
was made in a Foreign Currency that is not an Agreed Revolving Loan Currency, an ABR Revolving Borrowing or Swingline Loan in Dollars
in the Dollar Amount of such LC Disbursement and (iii) to the extent such LC Disbursement was made in a Foreign Currency that is
an Agreed Revolving Loan Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount equal to such LC Disbursement,
and, in each case, to the extent so financed, the relevant Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting ABR Revolving Borrowing, Swingline Loan or Eurocurrency Revolving Borrowing. If the relevant Borrower
fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment
then due from the relevant Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from
the relevant Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Lenders; provided that (x) with respect to
any such payment in respect of a Letter of Credit denominated in an Agreed LC Currency that is not an Agreed Revolving Loan Currency
or (y) if the applicable Issuing Bank so elects in its sole discretion with respect to any Letter of Credit denominated in any
other Foreign Currency, any Lender may make such payment described in clause (x) or (y) in Dollars in the Dollar Amount of such
LC Disbursement), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from
the Lenders. Promptly following receipt by the Administrative Agent of any payment from the relevant Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have
made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other
than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve
the relevant Borrower of its obligation to reimburse such LC Disbursement. If the relevant Borrower’s reimbursement of, or
obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender
to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required
to be made in Dollars, the relevant Borrower shall, at its option, either (x) pay the amount of any such tax requested by
the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such
Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the
date such LC Disbursement is made, of such LC Disbursement.


 




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(f)          Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, each Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing
Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the relevant
Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the relevant
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived
by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s
failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of
any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter
of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility
for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 




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(g)          Disbursement
Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the relevant
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the relevant
Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement made on its
behalf (or, in the case of the Company, on behalf of any Subsidiary that is the account party on the applicable Letter of Credit).


 


(h)          Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the relevant Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the relevant Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency,
at the Overnight Foreign Currency Rate for such Agreed LC Currency plus the then effective Applicable Rate with respect
to Eurocurrency Revolving Loans); provided that, if the relevant Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph
shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant
to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such
payment.


 


(i)          Replacement
of Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of an Issuing Bank. At the time any such replacement shall become effective, each relevant Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters
of Credit.


 




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(j)          Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the
Company or the relevant Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar
Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions
of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the relevant
Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn
Letters of Credit and LC Disbursements, (ii) the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default described in clause (h) or (i) of Article VII, and (iii) the obligation of any Foreign Subsidiary
Borrower that is an Affected Foreign Subsidiary to deposit such cash collateral shall be limited to the LC Exposure with respect
to Letters of Credit issued for the account of the Foreign Subsidiary Borrowers and shall not include LC Exposure with respect
to Letters of Credit issued for the account of the Company or any Domestic Subsidiary. For the purposes of this paragraph, the
Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization
is delivered to the Company. The relevant Borrower also shall deposit cash collateral pursuant to this paragraph as and to the
extent required by Section 2.06(c) or Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Obligations of such relevant Borrower. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account and the Company hereby grants the Administrative Agent
a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and at the relevant Borrower’s risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys
in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements on account
of the relevant Borrower for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the relevant Borrower for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure),
be applied to satisfy other Obligations (provided that cash collateral deposited by any Foreign Subsidiary Borrower that is an
Affected Foreign Subsidiary shall only be applied to the Obligations of the Foreign Subsidiary Borrowers). If any Borrower is required
to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events of Default have
been cured or waived.


 


(k)          Issuing
Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall
report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day)
in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals,
all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such
Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension,
the name of the Borrower that is the account party, and the aggregate face amount of the Letters of Credit to be issued, amended,
renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether
the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment
resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative
Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement,
the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which any Borrower fails to
reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount
and currency of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall
reasonably request.


 




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Section
2.07.  Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars, by 1:00 p.m.,
New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders and (ii) in the case of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the
Administrative Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency;
provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans
available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to (x) an account of the
Company maintained with the Administrative Agent in New York City or Chicago and designated by the Company in the applicable Borrowing
Request, in the case of Loans denominated in Dollars and (y) an account of such Borrower in the relevant jurisdiction and
designated by such Borrower in the applicable Borrowing Request, in the case of Loans denominated in a Foreign Currency; provided
that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall
be remitted by the Administrative Agent to the relevant Issuing Bank.


 


(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of
an ABR Borrowing, prior to 1:00 p.m., New York City time, on the date of such Borrowing) that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption,
make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the
case of Loans denominated in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable to ABR
Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.


 


Section
2.08.  Interest Elections. (a) Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.


 




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(b)          To
make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of such
election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written
notice (via an Interest Election Request signed by such Borrower, or the Company on its behalf) in the case of a Borrowing denominated
in a Foreign Currency) by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting
a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Interest Election Request signed by the relevant Borrower, or the Company on its behalf. Notwithstanding any
contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing,
(ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert
any Borrowing to a Borrowing of a Type not available under such Borrowing.


 


(c)          Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)          the
name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing);


 


(ii)         the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)        whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)        if
the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable thereto after giving
effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration.


 


(d)          Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing.


 




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(e)          If
the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing
and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the applicable Borrower shall have
failed to deliver an Interest Election Request prior to the third (3rd) Business Day preceding the end of such
Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest
Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency
Revolving Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in a Foreign Currency shall automatically
be continued as a Eurocurrency Borrowing with an Interest Period of one month.


 


Section
2.09.  Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)          The
Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of
the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate Commitment.


 


(c)          The
Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness
of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.


 


Section
2.10.  Repayment of Loans; Evidence of Debt. (a) Each Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan and (ii) in the case
of the Company, to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity
Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least one
(1) Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made,
the Company shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative
Agent to repay any Swingline Loans outstanding.


 


(b)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


 




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(c)          The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class,
Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)          The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans made to it in accordance with the terms of this Agreement.


 


(e)          Any
Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented
by one or more promissory notes in such form payable to the order of the payee named therein (or, if any such promissory note is
a registered note, to such payee and its registered assigns).


 


(f)          Notwithstanding
anything to the contrary herein, in no event shall any Foreign Subsidiary Borrower that is an Affected Foreign Subsidiary be obligated
to repay the principal of or interest on any Loan made to the Company.


 


Section
2.11.  Prepayment of Loans.


 


(a)          Any
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice
in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written
notice (promptly confirmed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment
of a Eurocurrency Revolving Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of
a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated
in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing,
not later than 12:00 noon, New York City time, on the date of prepayment or (iii) in the case of prepayment of
a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable
and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated
by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall
advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment
of a Revolving Borrowing shall be applied ratably to the Loans of the applicable Borrower included in the prepaid Borrowing. Prepayments
shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments
pursuant to Section 2.16.


 




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(b)          If
at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal
Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign
Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or
(B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign
Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect
to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange
rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds
105% of the Aggregate Commitment or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect
to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the relevant Borrowers shall in each case immediately
repay their relevant Borrowings or cash collateralize their relevant LC Exposure in an account with the Administrative Agent pursuant
to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount
of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Commitment and (y) the Foreign
Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable, provided, that no Foreign Subsidiary
Borrower that is an Affected Foreign Subsidiary shall be required to repay Borrowings or cash collateralize LC Exposure of the
Company or any Domestic Subsidiary.


 


Section
2.12.  Fees. (a) The Company agrees to pay to the Administrative
Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the aggregate amount of the
Commitment of such Lender (whether used or unused) during the period from and including the Original Effective Date to but excluding
the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure
after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving
Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender
ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur
after the Original Effective Date; provided that any facility fees accruing after the date on which the Commitments terminate
shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day).


 


(b)          The
Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding
the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC
Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125%
per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Original
Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be
any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise
specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the
first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees
in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect
of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.


 




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(c)          The
Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Company and the Administrative Agent.


 


(d)          All
fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12)
and immediately available funds, to the Administrative Agent (or to relevant Issuing Bank, in the case of fees payable to it) for
distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any
circumstances.


 


Section
2.13.  Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)          The
Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)          Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)          Accrued
interest on each Revolving Loan shall be payable in arrears on each Interest Payment Date for such Revolving Loan and upon termination
of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e)          All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a
year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed
on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 




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Section
2.14.  Alternate Rate of Interest. 


 


(a)          If
at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period
for a Eurocurrency Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency
with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is
not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then
the Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided that if
the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided,
further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of
determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing
shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency,
the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation
with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”); provided,
however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings
shall not be available in such Foreign Currency.


 


(b)          If
prior to the commencement of any Interest Period for a Eurocurrency Borrowing:


 


(i)          the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency
or for the applicable Interest Period; or


 


(ii)         the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan
in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;


 


then
the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly
as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable
Interest Period, as the case may be, shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Revolving
Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Eurocurrency
Borrowing in a Foreign Currency, then the LIBO Rate for such Eurocurrency Borrowing shall be the Alternative Rate; provided
that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall
be permitted.


 




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Section
2.15.  Increased Costs. (a) If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;


 


(ii)         impose
on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)        subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing shall
be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan or
of maintaining its obligation to make any such Loan (including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to increase the cost to such Lender,
such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (including, without
limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other
Agreed Currency) or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient
hereunder, whether of principal, interest or otherwise (including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency), then the applicable Borrower will
pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered
as reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary
or capricious basis) and consistent with similarly situated customers of the applicable Lender or the applicable Issuing Bank under
agreements having provisions similar to this Section 2.15 after consideration of such factors as such Lender or such Issuing Bank
then reasonably determines to be relevant).


 


(b)          If
any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have
the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such
Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below
that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies
of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from
time to time the applicable Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company
for any such reduction suffered as reasonably determined by such Lender or such Issuing Bank (which determination shall be made
in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable
Lender or the applicable Issuing Bank under agreements having provisions similar to this Section 2.15 after consideration of such
factors as such Lender or such Issuing Bank then reasonably determines to be relevant).


 




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(c)          A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the relevant Borrowers, as applicable,
to pay, such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days
after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Company shall not
be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


Section
2.16.  Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of
any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith) or (d) the assignment of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company
pursuant to Section 2.19, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined
by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest
which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at
the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the
eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower
shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


Section
2.17. Taxes. (a) Payments Free of Taxes. Any and all
payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable
Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable
Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum
payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient
receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 




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(b)          Payment
of Other Taxes by the Borrowers. The relevant Borrower shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)          Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(d)          Indemnification
by the Loan Parties. The applicable Loan Parties shall indemnify the applicable Recipient, within 10 Business Days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the relevant Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that the relevant Loan Parties have not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the relevant Loan Parties to do so),
(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 


(f)          Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested
by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers
or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 




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(ii)         Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person:


 


(A)         any
Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or
the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding
tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent),
whichever of the following is applicable;


 


(1) in the case of a Foreign Lender
claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under
any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of,
U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other
applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax
treaty;


 


(2)
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed
originals of IRS Form W-8ECI;


 


(3) in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section
881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of
the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(4) to the extent
a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN,
IRS Form W-8BEN-E a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of
each such direct and indirect partner;


 




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(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that
if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do
so.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in
a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional
amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 




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(h)          Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


(i)          Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank and the term “applicable
law” includes FATCA.


 


(j)          FATCA.
For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrowers and the Administrative
Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


Section
2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)          Each
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments
denominated in Dollars by the Company, 1:00 p.m., New York City time and (ii) in the case of payments denominated in a Foreign
Currency, 1:00 p.m., Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency,
in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which
the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative
Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign
Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to
an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16,
2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments
denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in
any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result
that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or for
any reason the relevant Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such
Original Currency, or the terms of this Agreement request or require the conversion of such Credit Event into Dollars, then all
payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to
the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that each Borrower
takes all risks of the imposition of any such currency control or exchange regulations or conversion, and each Borrower agrees
to indemnify and hold harmless the Issuing Banks, the Administrative Agent and the Lenders from and against any loss resulting
from any Credit Event denominated in a Foreign Currency that is not repaid to the Issuing Banks, the Administrative Agent or the
Lenders, as the case may be, in the Original Currency.


 




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(b)          If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties.


 


(c)          At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by a Borrower
(or the Company on behalf of a Borrower) pursuant to Section 2.03 or a deemed request as provided in this Section or may be
deducted from any deposit account of such Borrower maintained with the Administrative Agent. If (i) a Borrower so requests or (ii)
a Default has occurred and is continuing under this Agreement, each Borrower hereby irrevocably authorizes (x) the Administrative
Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or
any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline
Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable
and (y) the Administrative Agent to charge any deposit account of the relevant Borrower maintained with the Administrative
Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)          If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on a Revolving Loan or participation in an LC Disbursement or a Swingline Loan resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of such Revolving Loan or participation in such LC Disbursement or Swingline Loan
and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the applicable Revolving Loan or participations in the applicable LC
Disbursement or Swingline Loan of other Lenders to the extent necessary so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest in the applicable Revolving
Loan or participation in LC Disbursement or Swingline Loan; provided that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to
any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
and Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against
such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of such Borrower in the amount of such participation.


 




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(e)          Unless
the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or any relevant Issuing Bank hereunder that such Borrower will not make
such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due.
In such event, if such Borrower has not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such
Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight
Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).


 


(f)          If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b),
2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply
any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative
Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative
Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under
such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its
discretion.


 


Section
2.19.  Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.


 


(b)          If
(i) any Lender requests compensation under Section 2.15, (ii) any Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender
becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, each Principal
Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required
to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply.


 




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Section
2.20.  Expansion Option. The Company may from time to time elect
to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”),
in each case in minimum increments of $25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases
and all such Incremental Term Loans in any Agreed Currency does not exceed the Dollar Equivalent of $250,000,000. The Company
may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in
its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more
new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting
Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing
Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided
that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent and (ii)
(x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the
form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender
execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders
participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term
Loan pursuant to this Section 2.20. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20
shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting
Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments
(or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless,
(i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth
in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative
Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and
(B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) the
Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the
organizational power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective
date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and
Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative
Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such
increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving
Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case
of any Incremental Term Loans, the relevant Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving
Loans made to them as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving
Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company
on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant
to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount
prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the relevant Borrowers pursuant to the
provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental
Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier
than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as
(and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable
to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial
or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental
Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment
or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating
in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20
shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or
provide Incremental Term Loans, at any time. In connection with any increase of the Commitments
or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such
documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that
is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its
name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply
with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot
Act.


 




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Section
2.21.  [Intentionally Omitted].


 


Section
2.22.  Judgment Currency. If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the
“specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office
on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Borrower in respect
of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than
the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative
Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as
the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative
Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so,
as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case
may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to
any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender
or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.


 




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Section
2.23.  Designation of Foreign Subsidiary Borrowers. The Company
may at any time and from time to time designate any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to
the Administrative Agent of a Borrowing Subsidiary Agreement (which document may include certain limitations of the obligations
of the applicable Foreign Subsidiary Borrower signatory thereto in respect of this Agreement which are required pursuant to applicable
laws of the jurisdiction of organization of such Foreign Subsidiary Borrower and which are mutually agreed upon by the Administrative
Agent and the Company) executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set
forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be
a Foreign Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to the Administrative
Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign
Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination
will become effective as to any Foreign Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower
shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the
right of such Foreign Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt
of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. Without limiting the
foregoing, in connection with the initial designation of any Borrower as a Foreign Subsidiary Borrower, this Agreement may be
amended pursuant to an amendment or an amendment and restatement (a “Foreign Subsidiary Borrower Amendment”)
executed by the Company, the applicable Foreign Subsidiary Borrower and the Administrative Agent, without the consent of any other
Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of
the Administrative Agent and its counsel, to effect this Section 2.23 as it relates to such Foreign Subsidiary Borrower or its
home jurisdiction. Such Foreign Subsidiary Borrower Amendment may be in addition to, or in substitution for, a Borrowing Subsidiary
Agreement.


 


Section
2.24.  Defaulting Lenders. Notwithstanding any provision of
this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long
as such Lender is a Defaulting Lender:


 


(a)          fees
shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)          the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02);
provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver
or other modification requiring the consent of such Lender or each Lender affected thereby;


 


(c)          if
any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only to the extent (A) the sum of all non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of
all non-Defaulting Lenders’ Commitments and (B) each non-Defaulting Lender’s Revolving Credit Exposure does not exceed
such non-Defaulting Lender’s Commitment;


 




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(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, within one (1) Business Day
following notice by the Administrative Agent (x) first, the Company shall prepay such Swingline Exposure and (y) second,
the Company or the applicable Borrower shall cash collateralize, for the benefit of the relevant Issuing Banks only, the Borrowers’
obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant
to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is
outstanding;


 


(iii)        if
the Company or the relevant Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to
clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b)
with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash
collateralized;


 


(iv)        if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)         if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i)
or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility
fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure shall be payable to the relevant Issuing Banks until and to the extent that such LC
Exposure is reallocated and/or cash collateralized; and


 


(d)          so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure
and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Company or the relevant Borrowers in accordance with Section 2.24(c), and participating
interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.24(c)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy
Event with respect to a Parent of any Lender shall occur following the date hereof and for so long as such event shall continue
or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to
fund any Swingline Loan and no Issuing Bank shall be required to issue, amend, renew, extend or increase any Letter of Credit,
unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers or
such Lender, satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect
of such Lender hereunder.


 


In the event that the Administrative
Agent, the Company, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be
readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of
the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order
for such Lender to hold such Loans in accordance with its Applicable Percentage.


 




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ARTICLE
III


 


Representations and Warranties


 


Each Borrower, as to itself
and its Subsidiaries, represents and warrants to the Lenders that:


 


Section
3.01.  Organization; Powers; Subsidiaries . Each of the Company and its Subsidiaries (other than Dormant
Subsidiaries) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant
jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business
as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept is applicable)
in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time)
identifies each Subsidiary, noting whether such Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other
equity interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’
qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital
stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all
such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are
owned, beneficially and of record, by the Company or any Subsidiary free and clear of all Liens, other than Liens created under
the Pledge Agreements and Permitted Encumbrances. As of the Effective Date, there are no outstanding commitments or other obligations
of the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any
class of capital stock or other equity interests of the Company or any Subsidiary, other than in respect of stock option plans
or other benefit plans for management, directors or employees of the Company and its Subsidiaries.


 


Section
3.02.  Authorization; Enforceability. The Transactions are within
each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required,
actions by equity holders of such Loan Party. The Loan Documents to which each Loan Party is a party have been duly executed and
delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law.


 


Section
3.03.  Governmental Approvals; No Conflicts. The Transactions
(a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except (i) filings or registrations with respect to perfection of the security interests and Liens granted pursuant
to the Pledge Agreements, and (ii) such as have been obtained or made and are in full force and effect, (b) will not violate
any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries
or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement
or other material instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder
to require any payment to be made by the Company or any of its Subsidiaries, and (d) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Subsidiaries, other than Liens created under the Loan Documents.


 




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Section
3.04.  Financial Condition; No Material Adverse Change. (a) The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows as of and for the fiscal year ended September 30, 2015 reported on by KPMG LLC, independent public accountants, certified
by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.


 


(b)          Since
September 30, 2015, there has been no material adverse change in the business, assets, operations or financial condition of the
Company and its Subsidiaries, taken as a whole.


 


Section
3.05.  Properties. (a) Each of the Company and its Subsidiaries
has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for defects
in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes.


 


(b)          Each
of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.


 


Section
3.06.  Litigation, Environmental and Labor Matters. (a) There
are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of any Borrower, threatened in writing against the Company or any of its Subsidiaries (i) as to which there
is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.


 


(b)          Except
with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither the Company nor any of its Subsidiaries (i) is in violation of any Environmental Law or has not obtained,
or is not maintaining or complying with any permit, license or other approval required under any Environmental Law, or (ii) has
received written notice of any claim, or has knowledge of any threatened claim, with respect to any Environmental Liability.


 


(c)          There
are no strikes, lockouts or slowdowns against the Company or any of its Subsidiaries pending or, to their knowledge, threatened
in writing. The hours worked by and payments made to employees of the Company and its Subsidiaries have not been in violation of
the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters. All material
payments due from the Company or any of its Subsidiaries, or for which any claim may be made against the Company or any of its
Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities
on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of
its Subsidiaries is bound.


 




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Section
3.07.  Compliance with Laws and Agreements. Each of the Company
and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.08.  Investment Company Status. Neither the Company nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act
of 1940.


 


Section
3.09.  Taxes. Each of the Company and its Subsidiaries has timely
filed or caused to be filed all federal income Tax returns and all other material federal, state, local and foreign Tax returns
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes
that are not yet delinquent, (b) Taxes that are being contested in good faith by appropriate proceedings and for which the Company
or such Subsidiary, as applicable, has set aside on its books adequate reserves, or (c) to the extent that the failure to
do so could not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.10.  ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect.


 


Section
3.11.  Disclosure. The Company has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The Information Memorandum and any of
the other reports, financial statements, certificates or other information furnished by or on behalf of the Company or any Subsidiary
to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified
or supplemented by other information so furnished), taken as a whole, do not contain any material misstatement of fact or omit
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such
information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made.


 


Section
3.12.  Federal Reserve Regulations. No part of the proceeds of any
Loan have been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations T, U and X.


 


Section
3.13.  Liens. There are no Liens on any of the real or personal
properties of the Company or any Subsidiary except for Liens permitted by Section 6.02.


 


Section
3.14.  No Default. No Default or Event of Default has occurred
and is continuing.


 


Section
3.15.  No Burdensome Restrictions. No Borrower is subject to
any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.08.


 




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Section
3.16.  Security Interest in Collateral. The provisions of this Agreement
and the other Loan Documents create legal and valid perfected Liens on all the Pledged Equity in favor of the Administrative Agent,
for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Pledged Equity, securing
the Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens
on the Pledged Equity other than Permitted Encumbrances.


 


Section
3.17.  Solvency.


 


(a)          Immediately
after the consummation of the Transactions, the Company and its Subsidiaries, taken as a whole, are and will be Solvent.


 


(b)          
The Company does not intend to, nor will it permit any of its Subsidiaries to, and the Company does not believe that it or any
of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and
amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.


 


Section
3.18.   Anti-Corruption Laws
and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to ensure compliance in
all material respects by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and employees and to the knowledge
of the Company its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects
and, in the case of any Foreign Subsidiary Borrower, is not knowingly engaged in any activity that could reasonably be expected
to result in such Borrower being designated as a Sanctioned Person. None of (a) the Company, any Subsidiary or to the knowledge
of the Company or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Company,
any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility
established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate
any Anti-Corruption Law or applicable Sanctions.


 


ARTICLE
IV


 


Conditions


 


Section
4.01.  Effective Date. The obligations of the Lenders to make
Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)          The
Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this
Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include
telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments
and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached
as Exhibit E.


 




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(b)          The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of (i) Bryan Cave LLP, counsel for the Loan Parties and (ii) Alyson S. Barclay, Senior Vice President
and General Counsel of the Company, and in each case in form and substance reasonably satisfactory to the Administrative Agent
and covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall
reasonably request. The Company hereby requests such counsel to deliver such opinion.


 


(c)          The
Lenders shall have received (i) satisfactory audited consolidated financial statements of the Company for the two most recent
fiscal years ended prior to the Effective Date as to which such financial statements are available, (ii) satisfactory unaudited
interim consolidated financial statements of the Company for each quarterly period ended subsequent to the date of the latest financial
statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are publicly available
and (iii) satisfactory financial statement projections through and including the Company’s 2020 fiscal year, together
with such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed
description of the assumptions used in preparing such projections).


 


(d)          The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions
and any other material legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached
as Exhibit E.


 


(e)          The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President
or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.02.


 


(f)          The
Administrative Agent shall have received evidence reasonably satisfactory to it that all governmental and third party approvals
necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the Transactions and the continuing
operations of the Company and its Subsidiaries have been obtained and are in full force and effect.


 


(g)          The
Administrative Agent shall have received an opening compliance certificate signed by a Financial Officer and otherwise in form
and substance reasonably satisfactory to the Administrative Agent, but solely demonstrating compliance with the Leverage Ratio
as of the end of the fiscal quarter ending September 30, 2015 (after giving effect (including pro forma effect) to all obligations
anticipated to be incurred on the Effective Date as well as any Acquisitions consummated following September 30, 2015 but on or
prior to the Effective Date) for purposes of establishing the initial Applicable Rate hereunder.


 


(h)          The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company
hereunder.


 


The Administrative Agent shall notify the Company
and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 




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Section
4.02.  Each Credit Event . The obligation of each Lender to make a
Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject
to the satisfaction of the following conditions:


 


(a)          The
representations and warranties of the Borrowers in all material respects (or in all respects if such representation and warranty
is qualified by “material” or “Material Adverse Effect”) set forth in this Agreement shall be true and
correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit,
as applicable.


 


(b)          At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


Section
4.03.  Designation of a Foreign Subsidiary Borrower. The designation
of a Foreign Subsidiary Borrower pursuant to Section 2.23 is subject to the condition precedent that the Company or such
proposed Foreign Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent:


 


(a)          Duly
executed Borrowing Subsidiary Agreement and, if applicable, Foreign Subsidiary Borrower Amendment and any other Loan Documents
reasonably requested by the Administrative Agent;


 


(b)          Copies,
certified by the Secretary or Assistant Secretary of such Subsidiary, of its Board of Directors’ resolutions (and resolutions
of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement,
Foreign Subsidiary Borrower Amendment (if applicable) and any other Loan Documents to which such Subsidiary is becoming a party
and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of such Subsidiary;


 


(c)          An
incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary, which shall identify by name and title
and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary
Agreement, Foreign Subsidiary Borrower Amendment (if applicable) and the other Loan Documents to which such Subsidiary is becoming
a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change
in writing by the Company or such Subsidiary;


 


(d)          Opinions
of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with
respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative
Agent and addressed to the Administrative Agent and the Lenders;


 


(e)          Any
promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent;


 




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(f)          To
the extent such Foreign Subsidiary Borrower is not specifically named as an Eligible Foreign Subsidiary, all documentation and
other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act which shall be reasonably satisfactory to the Administrative Agent and the
Lenders; and


 


(g)          All
legal matters (including with respect to withholding tax) incident to the making of such Credit Event shall be satisfactory to
the Administrative Agent and its counsel in their commercially reasonable discretion.


 


ARTICLE
V


 


Affirmative Covenants


 


Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company
covenants and agrees with the Lenders that:


 


Section
5.01.  Financial Statements and Other Information. The Company will
furnish to the Administrative Agent and each Lender:


 


(a)          within
ninety (90) days after the end of each fiscal year of the Company (or, if earlier, by the date that the Annual Report on Form 10-K
of the Company for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to
any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized
national standing (without a “going concern” or like qualification or exception and without any qualification or exception
as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;


 


(b)          within
forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company (or, if earlier,
by the date that the Quarterly Report on Form 10-Q of the Company for such fiscal quarter would be required to be filed under
the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form),
its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and
results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes;


 




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(c)          concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the
Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Section 6.11 and the identity of all Material Subsidiaries and (iii) stating whether any change in GAAP
or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)          as
soon as available, but in any event not more than sixty (60) days after the end of each fiscal year of the Company, a copy
of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company
for the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;


 


(e)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case
may be; and


 


(f)          promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request.


 


Documents required to be delivered
pursuant to clauses (a) and (b) of this Section 5.01 may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic
Data Gathering and Retrieval System; provided that the Company shall notify (which may be by facsimile or electronic mail)
the Administrative Agent of the filing of any such documents and, upon request by the Administrative Agent, provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein,
in every instance the Company shall be required to provide paper copies of the compliance certificates required by clause (c)
of this Section 5.01 to the Administrative Agent.


 


Section
5.02.  Notices of Material Events. The Company will furnish to the
Administrative Agent and each Lender prompt written notice of the following:


 


(a)          the
occurrence of any Default;


 


(b)          the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse
Effect;


 


(c)          the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect; and


 





(d)          any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


  




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Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the
event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section
5.03.  Existence; Conduct of Business. The Company will, and will cause each of its Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full force and effect its (a) legal existence and (b)
the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights
material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, except, in the case of clause (b), unless such failure to do so could not reasonably be expected
to cause a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation
or dissolution permitted under Section 6.03.


 


Section
5.04.  Payment of Obligations. The Company will, and will cause each
of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could reasonably be expected to result
in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on
its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.


 


Section
5.05.  Maintenance of Properties; Insurance. The Company will, and
will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear, casualty and condemnation excepted; provided, however, that nothing in this
Section shall prevent the Company or any of its Subsidiaries from discontinuing the operation or maintenance of any such properties
if such discontinuance is, in the reasonable judgment of the Company, desirable in the conduct of its business or the business
of any Subsidiary and not disadvantageous in any material respect to the Lenders, and (b) maintain, with financially sound
and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar locations.


 


Section
5.06.  Books and Records; Inspection Rights. The Company will,
and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and activities. The Company will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice,
to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested,
provided, that unless an Event of Default is in existence, only one (1) such inspection shall be permitted in any fiscal year and
the Company shall be required to reimburse the Administrative Agent for the reasonable costs thereof. The Company acknowledges
that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports
pertaining to the Company and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.


 


Section
5.07.  Compliance with Laws and Material Contractual Obligations.
The Company will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material
respects its obligations under material agreements to which it is a party, in each case except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect
and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 




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Section
5.08.   Use of Proceeds. The proceeds of the Loans will be used only
to finance the working capital needs, and for general corporate purposes, of the Company and its Subsidiaries, including, without
limitation, to fund all or a portion of the purchase price of a Permitted Acquisition. No part of the proceeds of any Loan will
be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including
Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company
shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds
of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment
or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of
funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation
incorporated in the United States or in a European Union member state or (iii) in any manner that would result in the violation
of any Sanctions applicable to any party hereto.


 


Section
5.09.  Subsidiary Guaranty. As promptly as possible but in any
event (a) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person
becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent
as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, or (b) on or prior to the date any
Subsidiary that is not a Subsidiary Guarantor provides a guarantee of other Indebtedness of the Company, the Company shall provide
the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets
of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty
(in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such
Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in
form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, (a) no Foreign
Subsidiary shall be subject to the guaranty requirements contained herein if the Administrative Agent and its counsel reasonably
determine that the benefit of the guaranty, relative to the cost and expense associated therewith, is excessive and (b) no Affected
Foreign Subsidiary shall guarantee or be obligated hereby to guarantee the payment or performance of any Obligations incurred by,
or on behalf of, the Company or any Domestic Subsidiary.


 


Section
5.10.  Pledge Agreements. Each Borrower shall execute or cause to be executed, by no later than sixty
(60) days (or such later date as is agreed to by the Administrative Agent in its reasonable discretion) after the date on which
any Foreign Subsidiary would qualify or be designated by the Company as a Pledge Subsidiary, a Pledge Agreement in favor of the
Administrative Agent for the benefit of the Secured Parties with respect to the Applicable Pledge Percentage of all of the outstanding
Equity Interests of such Pledge Subsidiary; provided that no such pledge of the Equity Interests of a Foreign Subsidiary
shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel
reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material Pledged
Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. The Company
further agrees to deliver to the Administrative Agent all such Pledge Agreements, together with appropriate corporate resolutions
and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge,
stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the
Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that
the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Pledged
Equity related thereto, subject to Permitted Encumbrances.


 




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ARTICLE
VI


 


Negative Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Company covenants and
agrees with the Lenders that, except as permitted by the Consent Letter:


 


Section
6.01.  Indebtedness. The Company will not, and will not permit
any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)          the
Obligations;


 


(b)          Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness
with Indebtedness owing by the same obligor that does not increase the outstanding principal amount thereof;


 


(c)          Indebtedness
of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary; provided that Indebtedness
of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 6.04(d);


 


(d)          Subject
to Section 6.10, Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company
or any other Subsidiary;


 


(e)          Indebtedness
of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior
to or within one hundred twenty (120) days after such acquisition or the completion of such construction or improvement and
(ii) the aggregate principal amount of Indebtedness outstanding at any time that is permitted by this clause (e) shall
not exceed the greater of (x) $20,000,000 or (y) 5.0% of Consolidated Tangible Assets, determined as of the most recent date for
which the Company’s Financials have been delivered under Section 5.01 (or, if prior to the date of the first financial statements
to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a));


 


(f)          Indebtedness
of the Company or any Subsidiary as an account party in respect of trade letters of credit;


 


(g)          Indebtedness
of the Company or any Subsidiary to the extent secured by a Lien on any asset of the Company or any Subsidiary permitted by Section
6.02(e);


 




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(h)          Indebtedness
in respect of bankers’ acceptances, overdraft facilities, automatic clearinghouse arrangements, employee credit card programs,
corporate cards and purchasing cards and other business cash management arrangements in the ordinary course of business;


 


(i)          Indebtedness
consisting of obligations of the Company or its Subsidiaries under deferred consideration or other similar arrangements (including
earn-outs, indemnifications, incentive non-competes and other contingent obligations and agreements consisting of the adjustment
of purchase price or similar adjustments) incurred by such Person in connection with any Permitted Acquisition or disposition permitted
by Section 6.03;


 


(j)          Indebtedness
of Foreign Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed $25,000,000;


 


(k)          Indebtedness
of the Company or any Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness exists at the
time of such Permitted Acquisition and is not incurred in contemplation of or in connection with such Permitted Acquisition, and
extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and


 


(l)          unsecured
Indebtedness in an aggregate principal amount not exceeding $50,000,000 at any time outstanding.


 


Section
6.02.  Liens. The Company will not, and will not permit any Subsidiary
to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:


 


(a)          Permitted
Encumbrances and Liens created under the Loan Documents;


 


(b)          any
Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02;
provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such
Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;


 


(c)          any
Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided
that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary,
as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such
Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary,
as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 


(d)          Liens
on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and
the Indebtedness secured thereby are incurred prior to or within one hundred twenty (120) days after such acquisition or the
completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property
or assets of the Company or any Subsidiary;


 




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(e)          Liens
on cash and Permitted Investments in an aggregate amount not to exceed $10,000,000 at any time securing obligations under Swap
Agreements permitted under Section 6.05;


 


(f)          any
Lien arising in the ordinary course of business in favor of a customer of a Subsidiary in connection with “bill and hold”
sales transactions, provided that such Lien shall not encumber any property or assets of such Subsidiary other than the property
subject to such bill and hold sales transaction; and


 


(g)          Liens
on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness
and other obligations subject to such Liens does not at any time exceed the greater of (i) $20,000,000 and (ii) 5% of Consolidated
Tangible Assets, determined as of the most recent date for which the Company’s Financials have been delivered under Section
5.01 (or, if prior to the date of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent
financial statements referred to in Section 3.04(a)).


 


Section
6.03.  Fundamental Changes and Asset Sales. (a) The Company will not,
and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any
of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries
(in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing:


 


(i)          any
Person may merge into the Company in a transaction in which the Company is the surviving corporation;


 


(ii)         any
Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such
merger involving the Company must result in the Company as the surviving entity), any Subsidiary which is not a Loan Party may
merge into a Pledge Subsidiary in a transaction in which the surviving entity is such Pledge Subsidiary and any Subsidiary which
is not a Loan Party may merge with or into any other Subsidiary which is not a Loan Party;


 


(iii)        any
Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Loan Party;


 


(iv)        any
Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party provided,
except as permitted by clauses (v) and (vi) below, that the aggregate book value of the assets subject to such sales, transfers,
leases or dispositions during the term of this Agreement shall not exceed the greater of (i) $20,000,000 or (ii) 5.0% of Consolidated
Tangible Assets, determined as of the most recent date for which the Company’s Financials have been delivered under Section
5.01 (or, if prior to the date of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent
financial statements referred to in Section 3.04(a));


 




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(v)         any
Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any Subsidiary that is not
a Loan Party;


 


(vi)        the
Company and its Subsidiaries may (A) sell inventory and Permitted Investments in the ordinary course of business, (B) effect
sales, trade-ins or dispositions of used equipment for value in the ordinary course of business consistent with past practice,
(C) enter into licenses of intellectual property or technology in the ordinary course of business, and (D) subject to clause
(vii) below,  make any other sales, transfers, leases or dispositions the book value of which, taken together with the book
value of all other property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D)
during any fiscal year of the Company, does not exceed an amount equal to five percent (5%) of Consolidated Tangible Assets (calculated
as of the end of the immediately preceding fiscal quarter for which the Company’s Financials were most recently delivered
pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant
to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a));


 


(vii)       the
Company and its Subsidiaries may dispose of a Subsidiary or line of business in a single transaction or series of related transactions,
provided that the book value of the assets to be divested in connection with such transaction or series of transactions does not
exceed an amount equal to twenty-five percent (25%) of Consolidated Tangible Assets (calculated as of the end of the immediately
preceding fiscal quarter for which the Company’s Financials were most recently delivered pursuant to Section 5.01(a) or (b)
or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b),
the most recent financial statements referred to in Section 3.04(a)); provided further that, at the time of any such
disposition (and after giving pro forma effect thereto), the aggregate book value of the assets divested under Section 6.03(a)(vi)(D)
and this clause (vii) during the term of this Agreement shall not exceed an amount equal to thirty percent (30%) of Consolidated
Tangible Assets (calculated as of the end of the immediately preceding fiscal quarter for which the Company’s Financials
were most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial
statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a));
and


 


(viii)      any
Subsidiary that is not a Loan Party or Pledge Subsidiary may liquidate or dissolve if the Company determines in good faith that
such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders.


 


(b)          The
Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses
of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably
related thereto.


 


(c)          The
Company will not, nor will it permit any of its Subsidiaries to, change its fiscal year from the basis in effect on the Effective
Date.


 




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Section
6.04.  Investments, Loans, Advances, Guarantees and Acquisitions. The Company will not, and will not permit
any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that
was not a wholly owned Subsidiary prior to such merger or consolidation) any capital stock, evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans
or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person,
or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person
constituting a business unit (collectively, “Investments”), except:


 


(a)          Permitted
Investments;


 


(b)          Permitted
Acquisitions;


 


(c)          Investments
by the Company and its Subsidiaries existing on the date hereof in the capital stock of its Subsidiaries;


 


(d)          Investments
made by the Company in or to any Subsidiary and made by any Subsidiary in or to the Company or any other Subsidiary (provided,
except as provided in clause (g) below, that the amount in Investments that may be made and remain outstanding, at any time, by
Loan Parties to Subsidiaries which are not Loan Parties, shall not exceed the greater of (i) $20,000,000 or (ii) 5.0% of Consolidated
Tangible Assets, determined as of the most recent date for which the Company’s Financials have been delivered under Section
5.01 (or, if prior to the date of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent
financial statements referred to in Section 3.04(a)));


 


(e)          Guarantees
constituting Indebtedness permitted by Section 6.01; and


 


(f)          any
other Investment (other than Acquisitions) so long as the aggregate amount of all such Investments does not exceed the greater
of (i) $30,000,000 and (ii) 7.5% of Consolidated Tangible Assets, determined as of the most recent date for which
the Company’s Financials have been delivered under Section 5.01 (or, if prior to the date of the first financial statements
to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a))) during
the term of this Agreement.


 


For purposes of compliance with Sections
6.04(d) and (f), the amount of any investment shall be the amount initially invested, without adjustment for subsequent
increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received
in cash in respect of such Investment.


 


Section
6.05.  Swap Agreements. The Company will not, and will not permit
any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks
to which the Company or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Company or
any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates
(from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Company or any Subsidiary.


 


Section
6.06.  Transactions with Affiliates. The Company will not, and will
not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) 
at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, (b) transactions between or among the Company and its wholly owned Subsidiaries not involving
any other Affiliate and (c)any Restricted Payment permitted by Section 6.07.


 




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Section
6.07.  Restricted Payments. The Company will not, and will not permit
any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the
Company may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock
(or warrants, options or other rights to acquire additional shares of its common stock), (b) Subsidiaries may declare and
pay dividends ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and
in accordance with stock option plans or other benefit plans for management, directors or employees of the Company and its Subsidiaries
and (d) the Company and its Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default
has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including giving effect
on a pro forma basis) thereto and the aggregate amount of all such Restricted Payments during any fiscal year of the Company does
not exceed $30,000,000; provided that, if at the time of and immediately after giving effect (including giving effect on
a pro forma basis) thereto, the Total Leverage Ratio is less than or equal to 2.50 to 1.00, there shall be no Dollar limitation
on such Restricted Payments.


 


Section
6.08.  Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly
or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of
its property or assets in favor of the Administrative Agent for the benefit of the Lenders to secure the Obligations, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or
repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document,
(ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale
of property or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the property or Subsidiary
that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment thereof, and (v) clause (b) of the foregoing shall
not apply to restrictions contained in documents governing Indebtedness permitted hereunder so long as such restrictions are no
more restrictive to the Company and its Subsidiaries than the restrictions or covenants contained in this Agreement.


 


Section
6.09.  Subordinated Indebtedness and Amendments to Subordinated Indebtedness
Documents. The Company will not, and will not permit any Subsidiary to, directly or indirectly voluntarily prepay, defease
or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from
time to time outstanding under the Subordinated Indebtedness Documents. Furthermore, the Company will not, and will not permit
any Subsidiary to, amend the Subordinated Indebtedness Documents or any document, agreement or instrument evidencing any Indebtedness
incurred pursuant to the Subordinated Indebtedness Documents (or any replacements, substitutions, extensions or renewals thereof)
or pursuant to which such Indebtedness is issued where such amendment, modification or supplement provides for the following or
which has any of the following effects:


 


(a)          increases
the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment of principal
or interest;


 


(b)          shortens
or accelerates the date upon which any installment of principal or interest becomes due or adds any additional mandatory redemption
provisions;


 




    	 	72	 



     


    

 


(c)          shortens
the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness;


 


(d)          increases
the rate of interest accruing on such Indebtedness;


 


(e)          provides
for the payment of additional fees or increases existing fees;


 


(f)          amends
or modifies any financial or negative covenant (or covenant which prohibits or restricts the Company or any Subsidiary from taking
certain actions) in a manner which is more onerous or more restrictive in any material respect to the Company or such Subsidiary
or which is otherwise materially adverse to the Company, any Subsidiary and/or the Lenders or, in the case of any such covenant,
which places material additional restrictions on the Company or such Subsidiary or which requires the Company or such Subsidiary
to comply with more restrictive financial ratios or which requires the Company to better its financial performance, in each case
from that set forth in the existing applicable covenants in the Subordinated Indebtedness Documents or the applicable covenants
in this Agreement; or


 


(g)          amends,
modifies or adds any affirmative covenant in a manner which (i) when taken as a whole, is materially adverse to the Company,
any Subsidiary and/or the Lenders or (ii) is more onerous than the existing applicable covenant in the Subordinated Indebtedness
Documents or the applicable covenant in this Agreement.


 


Section
6.10.  Non-Guarantor Subsidiaries. The Company shall not at any time
permit any Subsidiary to guaranty any other Indebtedness of the Company unless and until such Subsidiary has become a Subsidiary
Guarantor pursuant to, and in accordance with the terms of, Section 5.09 hereof.


 


Section
6.11.  Financial Covenants.


 


(a)          Maximum
Leverage Ratio. The Company will not permit the ratio (the “Leverage Ratio”), determined as of the end
of each of its fiscal quarters ending on and after December 31, 2015, of (i) Consolidated Total Indebtedness to (ii) Consolidated
EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated
for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00; provided, that the Company
may, only once during the term of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section
6.11(a) to 3.75 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring
during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition
exceeds $100,000,000 (such one-time increase, the “Temporary Leverage Ratio Step-Up”).


 


(b)          Minimum
Interest Coverage Ratio. The Company will not permit the ratio (the “Interest Coverage Ratio”), determined
as of the end of each of its fiscal quarters ending on and after December 31, 2015, of (i) Consolidated EBITDA to (ii) Consolidated
Interest Expense, in each case for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter,
all calculated for the Company and its Subsidiaries on a consolidated basis, to be less than 3.00 to 1.00.


 




    	 	73	 



     


    

 


ARTICLE
VII


 


Events of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)          any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)          any
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a)
of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of three (3) Business Days;


 


(c)          any
representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material
respect (or in any respect if such representation and warranty is qualified by “material” or “Material Adverse
Effect”) when made or deemed made;


 


(d)          any
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect
to any Borrower’s existence), 5.08, 5.09 or 5.10, in Article VI, in Article X or in Article XI;


 


(e)          any
Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document,
and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent
to the Company (which notice will be given at the request of any Lender);


 


(f)          the
Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;


 


(g)          any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;


 


(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Company or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an
order or decree approving or ordering any of the foregoing shall be entered;


 




    	 	74	 



     


    

 


(i)          the
Company or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or any Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for
the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)          the
Company or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become
due;


 


(k)          one
or more judgments for the payment of money in an aggregate amount in excess of $30,000,000 (to the extent not covered by insurance
as to which the relevant insurance company has acknowledged coverage) shall be rendered against the Company, any Subsidiary or
any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets
of the Company or any Subsidiary to enforce any such judgment;


 


(l)          an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect;


 


(m)          a
Change in Control shall occur;


 


(n)          the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the
terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace
therein provided;


 


(o)          any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or the Company or any Subsidiary shall challenge the enforceability of any Loan Document or shall assert in writing, or engage
in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise
is not valid, binding and enforceable in accordance with its terms); or


 


(p)          any
Pledge Agreement shall for any reason (other than pursuant to the terms hereof or thereof) fail to create a valid and perfected
first priority security interest in any Pledged Equity purported to be covered thereby, or any action shall be taken by or on behalf
of any Borrower or any Subsidiary to discontinue or to assert the invalidity or unenforceability of any Pledge Agreement;


 




    	 	75	 



     


    

 


then, and in every such event (other than an
event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole
(or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees
and other Obligations of each Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require
cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in case of any event with respect to any Borrower
described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations
accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and
remedies provided to the Administrative Agent under the Loan Documents or at law or equity.


 


Any proceeds of Pledged Equity
received by the Administrative Agent after an Event of Default has occurred and is continuing and the Administrative Agent so elects
or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements
including amounts then due to the Administrative Agent and the Issuing Banks from any Borrower, second, to pay any fees
or expense reimbursements then due to the Lenders from any Borrower, third, to pay interest then due and payable on the
Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and any other amounts owing with
respect to Banking Services Obligations and Swap Obligations ratably, fifth, to pay an amount to the Administrative Agent
equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the
aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations and sixth, to the payment
of any other Obligation due to the Administrative Agent or any Lender by any Borrower. Notwithstanding
the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. The
Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all
such proceeds and payments to any portion of the Obligations.


 


ARTICLE
VIII


 


The Administrative Agent


 


Each
of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental
thereto. For the avoidance of doubt, notwithstanding such Lender’s prior signature thereto, each of the Lenders authorize
the Administrative Agent to sign the Consent Letter. The provisions of this Article are solely for the benefit of the Administrative
Agent and the Lenders (including the Swingline Lender and the Issuing Banks), and neither the Borrower nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term
“agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent
is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 




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The bank serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by
the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct as determined by a final nonappealable judgment of a court
of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan
Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV
or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent or (vi) the creation, perfection or priority of Liens on the Pledged Equity or the existence of the Pledged Equity.


 


The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


The Administrative Agent
may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.


 




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Subject to the appointment
and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from
its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Administrative Agent.


 


Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding
commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates)
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the
extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.


 


None of the Lenders, if any,
identified in this Agreement as a Co-Documentation Agent shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders
shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with
respect to the relevant Lenders in their respective capacities as Co-Documentation Agents, as applicable, as it makes with respect
to the Administrative Agent in the preceding paragraph.


 


The Lenders are not partners
or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of
the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf
of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has
become due and payable pursuant to the terms of this Agreement.


 




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In its capacity, the Administrative
Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined
in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Pledge Agreements
to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than
the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Pledge Agreement,
it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit
of the Secured Parties upon the terms of the Pledge Agreements. In the event that any Pledged Equity is hereafter pledged by any
Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a
power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant
and perfect a Lien on such Pledged Equity in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby
authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative
Agent upon any Pledged Equity (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance
with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders,
unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any
time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Pledged
Equity pursuant hereto. Upon any sale or transfer of assets constituting Pledged Equity which is permitted pursuant to the terms
of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least
five (5) Business Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent shall
(and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of
the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Pledged
Equity that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required
to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent
to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations
of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation)
the proceeds of the sale, all of which shall continue to constitute part of the Pledged Equity. Any execution and delivery by the
Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative
Agent.


 


Each Borrower, on its behalf
and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Secured Parties, hereby irrevocably
constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the
meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by each Borrower
or any Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of any Borrower or any Subsidiary
under any bond, debenture or similar title of indebtedness issued by any Borrower or any Subsidiary in connection with this Agreement,
and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar
title of indebtedness that may be issued by any Borrower or any Subsidiary and pledged in favor of the Secured Parties in connection
with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons
(Québec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be the holder of any bond issued by any Borrower
or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond
issued under any deed of hypothec by any Borrower or any Subsidiary).


 




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The Administrative Agent
is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge for
the benefit of the Secured Parties including a right of pledge with respect to the entitlements to profits, the balance left after
winding up and the voting rights of the Company as ultimate parent of any subsidiary of the Company which is organized under the
laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “Dutch Pledge”).
Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with
the creation of parallel debt obligations of the Company or any relevant Subsidiary as will be described in any Dutch Pledge (the
“Parallel Debt”), including that any payment received by the Administrative Agent in respect of the Parallel
Debt will - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments
relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed a satisfaction of
a pro rata portion of the corresponding amounts of the Secured Obligations, and any payment to the Secured Parties in satisfaction
of the Secured Obligations shall - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions
or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed as
satisfaction of the corresponding amount of the Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a
Dutch Pledge, any resignation by the Administrative Agent is not effective until its rights under the Parallel Debt are assigned
to the successor Administrative Agent.


 


The parties hereto acknowledge
and agree for the purposes of taking and ensuring the continuing validity of German law governed pledges (Pfandrechte) with
the creation of parallel debt obligations of the Company and its Subsidiaries as will be further described in a separate German
law governed parallel debt undertaking. The Administrative Agent shall (i) hold such parallel debt undertaking as fiduciary
agent (Treuhänder) and (ii) administer and hold as fiduciary agent (Treuhänder) any pledge created
under a German law governed Pledge Agreement which is created in favor of any Secured Party or transferred to any Secured Party
due to its accessory nature (Akzessorietät), in each case in its own name and for the account of the Secured Parties.
Each Lender (on behalf of itself and its affiliated Secured Parties) hereby authorizes the Administrative Agent to enter as its
agent in its name and on its behalf into any German law governed Pledge Agreement, accept as its agent in its name and on its behalf
any pledge or other creation of any accessory security right in relation to this Agreement and to agree to and execute on its behalf
as its representative in its name and on its behalf any amendments, supplements and other alterations to any such Pledge Agreement
and to release on behalf of any such Lender or Secured Party any such Pledge Agreement and any pledge created under any such Pledge
Agreement in accordance with the provisions herein and/or the provisions in any such Pledge Agreement.


 


ARTICLE
IX


 


Miscellaneous


 


Section
9.01.  Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopy, as follows:


 


(i)          if
to any Borrower, to it c/o  ESCO Technologies Inc., 9900A Clayton Road, St. Louis, MO 63124, Attention of Lara Crews (Telecopy
No. (314) 213-7250; Telephone No. (314) 213-7230);


 


(ii)         if
to the Administrative Agent, (A) in the case of Borrowings denominated in Dollars, to JPMorgan Chase Bank, N.A., Commercial
Loan Services, 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603, Attention of Nanette Wilson (Telecopy No. (888)
292-9533) and (B) in the case of Borrowings denominated in Foreign Currencies, to J.P. Morgan Europe Limited, 25 Bank
Street, Canary Wharf, London, E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360);


 




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(iii)        if
to JPMorgan as an Issuing Bank, to it at: JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603,
Attention of GTS Client Services (Telecopy No. (312) 288-8950), or in the case of any other Issuing Bank, to it at the address
and telecopy number specified from time to time by such Issuing Bank to the Company and the Administrative Agent;


 


(iv)        if
to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., Commercial Loan Services, 10 South Dearborn Street, Floor L2, Chicago,
Illinois 60603, Attention of Nanette Wilson (Telecopy No. (888) 292-9533); and


 


(v)         if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours
for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices
delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).


 


(b)          Notices
and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant
to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the
Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail
address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient.


 


(c)          Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto.


 


(d)          Electronic
Systems.


 


(i)          The
Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 




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(ii)         Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the
Issuing Banks or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative
Agent’s transmission of Communications through an Electronic System. “Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant
to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the
Issuing Banks by means of electronic communications pursuant to this Section, including through an Electronic System.


 


Section
9.02.  Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter
of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any
Issuing Bank may have had notice or knowledge of such Default at the time.


 




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(b)          Except
as provided in Section 2.20 with respect to an Incremental Term Loan Amendment, or in Section 2.23 with respect to a Foreign
Subsidiary Borrower Amendment, and subject to clauses (c) and (f) below, neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required
Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender
directly affected thereby, (iv) change Section 2.18(b) or (d) or the final paragraph of Article VII in a manner
that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender (it being understood that, solely with the consent of the parties
prescribed by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in
the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on
the Effective Date), (vi) release the Company or all or substantially all of the Subsidiary Guarantors from their obligations
under Article X, Article XI or the Subsidiary Guaranty without the written consent of each Lender, or (vii) except as
provided in clause (d) of this Section or in any Pledge Agreement, release all or substantially all of the Pledged Equity
without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written
consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be (it
being understood that any change to Section 2.24 shall require the consent of the Administrative Agent, the Issuing Banks and the
Swingline Lender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this
Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred
to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall
be directly affected by such amendment, waiver or other modification.


 


(c)          Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and the Borrowers to each relevant Loan Document (x) to add one or more credit
facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to
permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, Incremental Term Loans and the
accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in
any determination of the Required Lenders and Lenders.


 


(d)          The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Pledged Equity (i) upon the termination of all the Commitments, payment
and satisfaction in full in cash of all Obligations, (ii) constituting property being sold or disposed of if the Company certifies
to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative
Agent may rely conclusively on any such certificate, without further inquiry), or (iii) as required to effect any sale or
other disposition of such Pledged Equity in connection with any exercise of remedies of the Administrative Agent and the Lenders
pursuant to Article VII. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens
(other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the
Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Pledged Equity.


 




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(e)          If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company
and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b)
of Section 9.04, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) the outstanding principal amount of its Loans and participations in LC Disbursements and all interest, fees
and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an
amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16
had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.


 


(f)          Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section
9.03.         Expenses; Indemnity; Damage Waiver. (a) The Borrowers
shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication
and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for
the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection
with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made
or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit; provided, that no Foreign Subsidiary Borrower that is an Affected
Foreign Subsidiary shall be liable for any amounts hereunder to the extent such amounts are attributable to the Company or any
Domestic Subsidiary.


 


(b)          The
Borrowers shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related out-of-pocket expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result
of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance
by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related
in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that
(x) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee and (y) no Foreign Subsidiary Borrower that is an Affected
Foreign Subsidiary shall be liable for any amounts hereunder to the extent such amounts are attributable to the Company or any
Domestic Subsidiary. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses,
claims or damages arising from any non-Tax claim.


 




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(c)          To
the extent that any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or
the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative
Agent, any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that
such Borrower’s failure to pay any such amount shall not relieve such Borrower of any default in the payment thereof); provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent, any Issuing Bank or the Swingline Lender in its capacity as such.


 


(d)          To
the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee
(i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)          All
amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.


 


Section
9.04.         Successors and Assigns. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the relevant Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the relevant Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent
not to be unreasonably withheld) of:


 




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(A)         the
Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within seven (7) Business Days after having received notice thereof); provided,
further, that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)         the
Administrative Agent;


 


(C)         the
Principal Issuing Banks; and


 


(D)         the
Swingline Lender.


 


(ii)          Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent
otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and
is continuing;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all
the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the
Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation
fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and


 


(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Company and its Affiliates and their Related Parties or their respective securities) will be made available and who may
receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and
state securities laws.


 




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For
the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have
the following meanings:


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible
Institution” means (a) a natural person, (b) a Defaulting Lender or its Parent, (c) the Company, any of its Subsidiaries
or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of,
a natural person or relative(s) thereof.


 


(iii)        Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)        The
Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and
each Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Company, any Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


(v)         Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)
of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that
if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c),
2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption
and record the information therein in the Register unless and until such payment shall have been made in full, together with all
accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph.


 




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(c)          Any
Lender may, without the consent of any Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a
portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged;
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the
Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in the first proviso to Section 9.02(b) that affects such Participant. Each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the
requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be
delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18
and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any
greater payment under Sections 2.15 or 2.17, with respect to any participation, than its participating Lender would have been
entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs
after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d)
as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent
of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,
Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(d)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 




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Section
9.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters
of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


Section
9.06. Counterparts; Integration; Effectiveness; Electronic Execution.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan
Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the
actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words
“execution,” “signed,” “signature,” “delivery,” and words of like import in or
relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed
to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.


 


Section
9.07.  Severability. Any provision of any Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof;
and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section
9.08.  Right of Setoff. If an
Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of any Borrower or any Subsidiary Guarantor against any
of and all of the Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under
the Loan Documents and although such obligations may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such Lender may have. Notwithstanding the foregoing, in
no event shall such deposits or obligations owing to or for the credit of a Foreign Subsidiary Borrower that is an Affected Foreign
Subsidiary be set off or applied against any Obligations of the Company or any Domestic Subsidiary.


 




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Section
9.09.  Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)          Each
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the
Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 


(c)          Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each
Foreign Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge
on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in
Section 9.09(b) in any federal or New York State court sitting in New York City. The Company hereby represents, warrants and
confirms that the Company has agreed to accept such appointment (and any similar appointment by a Subsidiary Guarantor which is
a Foreign Subsidiary). Said designation and appointment shall be irrevocable by each such Foreign Subsidiary Borrower until all
Loans, all reimbursement obligations, interest thereon and all other amounts payable by such Foreign Subsidiary Borrower hereunder
and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof and such Foreign
Subsidiary Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.23. Each Foreign Subsidiary Borrower
hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in
any federal or New York State court sitting in New York City by service of process upon the Company as provided in this Section 9.09(d);
provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or
certified air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower
at its address set forth in the Borrowing Subsidiary Agreement to which it is a party or to any other address of which such Foreign
Subsidiary Borrower shall have given written notice to the Administrative Agent (with a copy thereof to the Company). Each Foreign
Subsidiary Borrower irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service
in such manner and agrees that such service shall be deemed in every respect effective service of process upon such Foreign Subsidiary
Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid
and personal service upon and personal delivery to such Foreign Subsidiary Borrower. To the extent any Foreign Subsidiary Borrower
has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice,
attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Foreign Subsidiary Borrower
hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any
other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 




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Section
9.10.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
9.11.  Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction
of, or be taken into consideration in interpreting, this Agreement.


 


Section
9.12.  Confidentiality. Each of the Administrative Agent, the
Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal
counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental
Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or
any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement
or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower
and its obligations, (g) on a confidential basis to (1) any rating agency in connection
with rating the Company or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any
similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided
for herein, (h) with the consent of the Company or (i) to the extent such Information (1) becomes publicly available
other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, any Issuing Bank
or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this Section, “Information”
means all information received from the Company relating to the Company or its business, other than any such information that
is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Company and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including
league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 




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EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT
MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND
CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR
IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE COMPANY, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS
TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY
RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE
LAW.


 


Section
9.13.  USA PATRIOT Act. Each Lender
that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes
the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance
with the Patriot Act. The Company hereby agrees to provide to any Lender any such information from time to time reasonably requested
by such Lender.


 


Section
9.14.  Releases of Subsidiary Guarantors.


 


(a)          A
Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of
any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided
that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent
shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent
shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 




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(b)          Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release
any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Material
Subsidiary.


 


(c)          At
such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under
the Loan Documents and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement,
and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments
shall have been terminated and no Letters of Credit shall be outstanding, the Subsidiary Guaranty and all obligations (other than
those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all
without delivery of any instrument or performance of any act by any Person.


 


Section
9.15.  Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.


 


Section
9.16.  No Advisory or Fiduciary Responsibility.
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (i) (A) the arranging and
other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between such Borrower
and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) such Borrower has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable
of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except
as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for such Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation
to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender,
those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and
its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to such Borrower or
its Affiliates.  To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may
have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty
in connection with any aspect of any transaction contemplated hereby.


 




    	 	93	 



     

    

 


ARTICLE
X



Cross-Guarantee


 


In order to induce the
Lenders to extend credit to the other Borrowers hereunder, but subject to the last sentence of this Article X, each Borrower
hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment
when and as due of the Obligations of such other Borrowers. Each Borrower further agrees that the due and punctual payment of such
Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain
bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each
of the Borrowers hereby irrevocably and unconditionally agrees, jointly and severally with the other Borrowers, that if any obligation
guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify
the Administrative Agent, the Issuing Bank and the Lenders immediately on demand against any cost, loss or liability they incur
as a result of any other Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity
or illegality, have been payable by such Borrower under this Article X on the date when it would have been due (but so that
the amount payable by each Borrower under this indemnity will not exceed the amount which it would have had to pay under this Article
X if the amount claimed had been recoverable on the basis of a guarantee).


 


Each Borrower waives
presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance
of its obligations and notice of protest for nonpayment. The obligations of each Borrower hereunder shall not be affected by (a) the
failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy
against any Borrower under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal
of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or
provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise,
in the performance of any of the Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and
maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any
change in the corporate, partnership or other existence, structure or ownership of any Borrower or any other guarantor of any of
the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability
or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or
any other invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Obligations,
for any reason related to this Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision
of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other
guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any
other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Borrower
or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of
such Borrower to subrogation.


 


Each Borrower further
agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding
shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection,
and waives any right to require that any resort be had by the Administrative Agent, any Issuing Bank or any Lender to any balance
of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Borrower
or any other Person.


 




    	 	94	 



     

    

 


The obligations of each
Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be
subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality
or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise.


 


Each
Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Obligations
now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must
otherwise be restored or returned by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or
reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a holder of the Obligations in
its discretion).


 


In furtherance of the
foregoing and not in limitation of any other right which the Administrative Agent, any Issuing Bank or any Lender may have at law
or in equity against any Borrower by virtue hereof, upon the failure of any other Borrower to pay any Obligation when and as the
same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Borrower hereby promises
to and will, upon receipt of written demand by the Administrative Agent, any Issuing Bank or any Lender, forthwith pay, or cause
to be paid, to the Administrative Agent, any Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount
of such Obligations then due, together with accrued and unpaid interest thereon. Each Borrower further agrees that if payment in
respect of any Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago
or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets,
war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible
or, in the reasonable judgment of the Administrative Agent, any Issuing Bank or any Lender, disadvantageous to the Administrative
Agent, any Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, such Borrower
shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment)
and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate
and independent obligation, shall indemnify the Administrative Agent, any Issuing Bank and any Lender against any losses or reasonable
out-of-pocket expenses that it shall sustain as a result of such alternative payment.


 


Upon payment by any Borrower
of any sums as provided above, all rights of such Borrower against any Borrower arising as a result thereof by way of right of
subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment
in full in cash of all the Obligations owed by such Borrower to the Administrative Agent, any Issuing Bank and the Lenders.


 


Nothing shall discharge
or satisfy the liability of any Borrower hereunder except the full performance and payment in cash of the Obligations.


 


Each
Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support
as may be needed from time to time by each other Loan Party to honor all of its obligations under this Article X or the
Subsidiary Guaranty, as applicable, in respect of Specified Swap Obligations (provided, however, that each Borrower shall only
be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount). Each Borrower intends that this paragraph constitute, and this paragraph
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for
all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




    	 	95	 



     

    

 


Notwithstanding anything
contained in this Article X or any other provision of this Agreement to the contrary, no Foreign Subsidiary Borrower which
is and remains an Affected Foreign Subsidiary shall be liable hereunder for any of the Loans made to, or any other Obligation to
the extent incurred by or on behalf of, the Company or any Subsidiary Guarantor which is a Domestic Subsidiary.


 


ARTICLE
XI



Company Guarantee


 


In
order to induce the Lenders to extend credit to the Company hereunder and for other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the Company hereby absolutely and irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a surety, the payment when and as due of the Specified Ancillary Obligations of the Subsidiaries.
The Company further agrees that the due and punctual payment of such Specified Ancillary Obligations may be extended or renewed,
in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding
any such extension or renewal of any such Specified Ancillary Obligation.


 


The
Company waives presentment to, demand of payment from and protest to any Subsidiary of any of the Specified Ancillary Obligations,
and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder
shall not be affected by (a) the failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand or to
enforce any right or remedy against any Subsidiary under the provisions of any Banking Services Agreement, any Swap Agreement or
otherwise; (b) any extension or renewal of any of the Specified Ancillary Obligations; (c) any rescission, waiver, amendment or
modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Banking Services
Agreement, any Swap Agreement or other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of
any of the Specified Ancillary Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps
to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Specified Ancillary
Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary
or any other guarantor of any of the Specified Ancillary Obligations; (g) the enforceability or validity of the Specified Ancillary
Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect
to any collateral securing the Specified Ancillary Obligations or any part thereof, or any other invalidity or unenforceability
relating to or against any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations, for any reason related
to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable
law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor
of the Specified Ancillary Obligations, of any of the Specified Ancillary Obligations or otherwise affecting any term of any of
the Specified Ancillary Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner
or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law or equity or
which would impair or eliminate any right of the Company to subrogation.


 


The
Company further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy
or similar proceeding shall have stayed the accrual or collection of any of the Specified Ancillary Obligations or operated as
a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any applicable Lender
(or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing
Bank or any Lender in favor of any Subsidiary or any other Person.


 




    	 	96	 



     

    

 


The
obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason,
and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity,
illegality or unenforceability of any of the Specified Ancillary Obligations, any impossibility in the performance of any of the
Specified Ancillary Obligations or otherwise.


 


The
Company further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Specified
Ancillary Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any Specified Ancillary Obligation (including a payment effected through exercise of
a right of setoff) is rescinded, or is or must otherwise be restored or returned by any applicable Lender (or any of its Affiliates)
upon the insolvency, bankruptcy or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered
into by a holder of Specified Ancillary Obligations in its discretion).


 


In
furtherance of the foregoing and not in limitation of any other right which any applicable Lender (or any of its Affiliates) may
have at law or in equity against the Company by virtue hereof, upon the failure of any Subsidiary to pay any Specified Ancillary
Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise,
the Company hereby promises to and will, upon receipt of written demand by any applicable Lender (or any of its Affiliates), forthwith
pay, or cause to be paid, to such applicable Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal
amount of such Specified Ancillary Obligations then due, together with accrued and unpaid interest thereon. The Company further
agrees that if payment in respect of any Specified Ancillary Obligation shall be due in a currency other than Dollars and/or at
a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law,
disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Specified Ancillary
Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any applicable Lender
(or any of its Affiliates), disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then,
at the election of such applicable Lender, the Company shall make payment of such Specified Ancillary Obligation in Dollars (based
upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency
Payment Office as is designated by such applicable Lender (or its Affiliate) and, as a separate and independent obligation, shall
indemnify such applicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall
sustain as a result of such alternative payment.


 


Upon
payment by the Company of any sums as provided above, all rights of the Company against any Subsidiary arising as a result thereof
by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible
payment in full in cash of all the Specified Ancillary Obligations owed by such Subsidiary to the applicable Lender (or its applicable
Affiliates).


 


Nothing
shall discharge or satisfy the liability of the Company hereunder except the full performance and payment in cash of the Obligations.


 


[Signature
Pages Follow]


 




    	 	97	 



     

    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.


 


	 	ESCO TECHNOLOGIES INC.,
	 	 as the Company
	 	 
	 	By 	/s/ Gary E. Muenster
	 	 	Name:  Gary E. Muenster
	 	 	Title:  Executive Vice President and Chief
	 	 	Financial Officer


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., 
	 	individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	By 	/s/ Suzanne Ergastolo
	 	 	Name:  Suzanne Ergastolo
	 	 	Title:  Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	BANK OF AMERICA, N.A., 
	 	individually as a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By 	/s/ Andrew L. Massaro
	 	 	Name:  Andrew L. Massaro 
	 	 	Title:  Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	BMO HARRIS BANK, N.A.,
	 	 individually as a Lender and as a Co-Documentation Agent
	 	 
	 	By 	/s/ Paul Chapman
	 	 	Name:  Paul Chapman 
	 	 	Title:  Senior Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	SUNTRUST BANK,
	 	 individually as a Lender and as a Co-Documentation Agent
	 	 
	 	By 	/s/ Elizabeth Tallmadge
	 	 	Name:  Elizabeth Tallmadge 
	 	 	Title:  Managing Director


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
	 	individually as a Lender, as an Issuing Bank and as a
    Co-Documentation Agent 
	 	 
	 	By 	/s/ Joshua D. Isakson
	 	 	Name:  Joshua D. Isakson
	 	 	Title:  Portfolio Manager


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	KEYBANK, NATIONAL ASSOCIATION, 
	 	as a Lender 
	 	 	 
	 	By 	/s/ Marcel Fournier
	 	 	Name:  Marcel Fournier
	 	 	Title:  Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, 
	 	individually as a Lender and as an Issuing Bank
	 	 	 
	 	By 	/s/ Daniel D. Callahan
	 	 	Name:  Daniel D. Callahan 
	 	 	Title:  Assistant Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	COMMERCE BANK, 
	 	individually as a Lender and as an Issuing Bank
	 	 	 
	 	By 	/s/ T. William White
	 	 	Name:  T. William White
	 	 	Title:  Senior Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as a Lender 
	 	 	 
	 	By 	/s/ Benjamin Clement
	 	 	Name:  Benjamin Clement 
	 	 	Title:  Portfolio Manager - Officer


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


	 	The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement and will not be a party to this Agreement.
	 	 
	 	COMPASS BANK, as a Departing Lender (and solely with respect to Section 1.06 of the Credit Agreement)
	 	 
	 	By 	/s/ Kevin Wisel
	 	 	Name:  Kevin Wisel
	 	 	Title:  Senior Vice President


 


Signature Page to Amended and Restated Credit
Agreement

ESCO Technologies Inc.


 




     


     


    

 


SCHEDULE 2.01A


 


COMMITMENTS


 


	LENDER	 	COMMITMENT	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.	 	$	70,000,000.00	 
	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	$	60,000,000.00	 
	 	 	 	 	 
	BMO HARRIS BANK, N.A.	 	$	60,000,000.00	 
	 	 	 	 	 
	SUNTRUST BANK	 	$	60,000,000.00	 
	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	60,000,000.00	 
	 	 	 	 	 
	COMMERCE BANK	 	$	35,000,000.00	 
	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION	 	$	35,000,000.00	 
	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	$	35,000,000.00	 
	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	$	35,000,000.00	 
	 	 	 	 	 
	AGGREGATE COMMITMENT	 	$	450,000,000.00	 



 




     


     


    

 


SCHEDULE 2.01B


 


LETTER OF CREDIT COMMITMENTS


 


	ISSUING BANK	 	LETTER OF CREDIT
 COMMITMENT	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.	 	$	20,000,000.00	 
	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	20,000,000.00	 



 




     


     


    

 


Schedule 2.06


Existing Letters of Credit




 





	 	 	Date of	 	Issuing	 	 	 	Undrawn	 	 	 	 	 	 	Issued	 
	Subsidiary	 	Issuance	 	Bank	 	LC #	 	Amount	 	 	Expiry	 	Purpose	 	Amount	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ESCO	 	29-Jun-12	 	Commerce	 	SLC00003948	 	 	1,077,000.00	 	 	01-Apr-16	 	Collateral for Work Comp (Zurich)	 	 	 	 
	ESCO	 	11-Apr-13	 	Commerce	 	SLC00004259	 	 	639,169.00	 	 	11-Apr-16	 	Collateral for Work Comp (Nat'l Union Fire Ins)	 	 	 	 
	ESCO	 	16-Apr-08	 	PNC	 	PNC125001879900	 	 	100,000.00	 	 	31-Oct-16	 	Collateral for Work Comp (Travelers)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SUBTOTAL	 	 	 	 	1,816,169.00	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ETS	 	04-Jan-07	 	Commerce	 	SLC00002958	 	 	186,221.00	 	 	31-Jan-16	 	CDA (Rand D) Bangalore	 	 	 	 
	ETS	 	14-Jun-12	 	Commerce	 	SLC00004128	 	 	27,550.00	 	 	31-Jul-17	 	LRDE Defence Research	 	 	 	 
	ETS	 	04-Feb-15	 	Commerce	 	SLC00004712	 	 	208,699.70	 	 	20-Sep-16	 	Combat Vehicles Research & Devlopment (CVRDE)	 	 	 	 
	ETS	 	17-Sep-15	 	JP Morgan	 	CPCS-708173	 	 	210,271.01	 	 	01-Mar-16	 	Deutsche Bank/TUV Rheinland Vietnam	 	VND	 4,725,000,000	 
	ETS	 	10-Sep-15	 	JP Morgan	 	CPCS-734560	 	 	98,466.00	 	 	01-Mar-16	 	Axis Bank/Schneider Electric India Private	 	 	 	 
	ETS	 	05-Sep-13	 	JP Morgan	 	CPCS-744206	 	 	204,852.71	 	 	31-Jan-16	 	Gov't of India/Ministry of Defence	 	 	 	 
	ETS	 	12-Dec-13	 	JP Morgan	 	CPCS-780058	 	 	317,000.00	 	 	12-Oct-16	 	THE DIRECTOR - India	 	 	 	 
	ETS	 	20-Nov-15	 	JP Morgan	 	CPCS-799127	 	 	39,937.75	 	 	01-Apr-16	 	JPMorgan Mexico/Hazamo	 	 	 	 
	ETS	 	03-Aug-15	 	JP Morgan	 	CPCS-816825	 	 	111,324.00	 	 	01-Dec-16	 	Axis Bank/Ministry of Defence	 	 	 	 
	ETS	 	02-Jan-15	 	JP Morgan	 	CPCS-867188	 	 	2,288,990.00	 	 	30-Apr-16	 	Guangzhou DFS Enterprise	 	 	 	 
	ETS	 	02-Jun-15	 	JP Morgan	 	CPCS-869211	 	 	74,216.00	 	 	01-Dec-16	 	Axis Bank/The President of India	 	 	 	 
	ETS	 	02-Jul-15	 	JP Morgan	 	CPCS-929142	 	 	56,000.00	 	 	30-Apr-16	 	JPMorgan Bank Riyadh/Modern Media Systems	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SUBTOTAL	 	 	 	 	3,823,528.17	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DOBLE	 	08-Jul-14	 	Commerce	 	SLC00004557	 	 	1,400,000.00	 	 	30-Jun-16	 	Fianzas Atlas S.A.	 	 	 	 
	DOBLE	 	18-Sep-14	 	JP Morgan	 	CPCS-745937	 	 	10,625.78	 	 	26-Mar-16	 	Bank of Algeria	 	€	10,030.00	 
	DOBLE	 	06-May-15	 	JP Morgan	 	CPCS-757146	 	 	2,114.00	 	 	30-Jun-17	 	Deutsche Bank (Siemens)	 	 	 	 
	DOBLE	 	05-Mar-14	 	JP Morgan	 	CPCS-856057	 	 	5,646.14	 	 	26-Mar-16	 	Bank of Algeria - GRTE	 	€	10,300.00	 
	DOBLE	 	06-Jun-14	 	JP Morgan	 	CTCS-908839	 	 	265,817.28	 	 	13-Jul-16	 	JPMorgan Saudi Arabia	 	SAR	 996,961.00	 
	DOBLE	 	25-Aug-15	 	JP Morgan	 	CTCS-934306	 	 	265,817.28	 	 	09-Oct-17	 	JPMorgan Saudi Arabia	 	SAR	 996,961.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SUBTOTAL	 	 	 	 	1,950,020.48	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	 	 	 	 	7,589,717.65	 	 	 	 	 	 	 	 	 








 




     


     


    

 


SCHEDULE 3.01


 


Subsidiaries


 


	Subsidiary	 	
        Jurisdiction of

        Incorporation or

        Organization
	 	Material	 	Ownership
	ESCO Technologies Holding LLC	 	Delaware	 	Yes	 	ESCO Technologies Inc.
	 	 	 	 	 	 	 
	Comtrak Technologies, L.L.C. 	 	Missouri	 	No	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	Doble Engineering Company	 	Massachusetts	 	Yes	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	Hazeltine Europe, Inc.	 	Delaware	 	No	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	Thermoform Engineered Quality LLC	 	Delaware	 	Yes	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	PTI Technologies Inc.	 	Delaware	 	Yes	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	VACCO Industries	 	California	 	Yes	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	Crissair, Inc.	 	California	 	Yes	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	ETS-Lindgren Inc.	 	Illinois	 	Yes	 	ESCO Technologies Holding LLC
	 	 	 	 	 	 	 
	Comtrak International Services, Inc.	 	Missouri 	 	No	 	Comtrak Technologies
	 	 	 	 	 	 	 
	Xtensible Solutions, LLC.	 	Delaware	 	No	 	Doble Engineering Company
	 	 	 	 	 	 	 
	Doble International LLC	 	Delaware	 	No	 	Doble Engineering Company
	 	 	 	 	 	 	 
	Doble Pan-American Power Technology (Beijing) Co. Ltd.	 	China	 	No	 	Doble Engineering Company
	 	 	 	 	 	 	 
	ESCO International Holding Inc.	 	Delaware	 	No	 	Doble Engineering Company
	 	 	 	 	 	 	 
	Lindgren PRC Holding Inc.	 	Delaware	 	No	 	ETS-Lindgren Inc.


 




     


     


    

 


	ESCO Luxembourg Holding LLC	 	Delaware	 	No	 	ESCO International Holding Inc.
	 	 	 	 	 	 	 
	ESCO Luxembourg Holding LLC S.C.S.	 	Luxembourg	 	No	 	ESCO Luxembourg Holding LLC – 1% Partnership Interests; ESCO International Holding Inc. – 99% Partnership Interests
	 	 	 	 	 	 	 
	ESCO Luxembourg 

S.à r.l.	 	Luxembourg	 	No	 	ESCO Luxembourg Holding LLC S.C.S.
	 	 	 	 	 	 	 
	Beijing Lindgren Electron Magnetic Technology Co., Ltd.	 	China	 	No	 	Lindgren PRC Holding Inc.
	 	 	 	 	 	 	 
	ETS-Lindgren Taiwan, LLC	 	Texas	 	No	 	
        ETS-Lindgren Inc.

         

	 	 	 	 	 	 	 
	ETS Lindgren Limited. (fka RayProof, Limited.) 	 	United Kingdom	 	No	 	ESCO International Holding Inc. – 25%;  ESCO Luxembourg S.à r.l. – 75% 
	 	 	 	 	 	 	 
	ESCO Finance International 

S.à r.l. 	 	Luxembourg	 	No	 	ESCO Luxembourg 

S.à r.l.
	 	 	 	 	 	 	 
	Doble AustralAsia PTY Limited 	 	Australia	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	Doble Engineering Private Ltd	 	India	 	No	 	ESCO Finance International 

S.à r.l.; Doble Engineering Company
	 	 	 	 	 	 	 
	ESCO Tecnologias do Brasil Ltda.	 	Brazil	 	No	 	ESCO Finance International 

S.à r.l. – 6,685,685 shares;  ESCO Brazil Holding LLC – 10 shares
	 	 	 	 	 	 	 
	ESCO Brazil Holding LLC	 	Delaware	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	Doble PowerTest Ltd.	 	United Kingdom	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	Doble Engineering Africa Pty, Ltd.	 	South Africa	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	Doble TransiNor AS	 	Norway	 	No	 	ESCO Finance International 

S.à r.l.


 




     


     


    

 


	ETS Lindgren Japan, Inc. 	 	Japan	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	ETS-Lindgren Oy (fka Euroshield Oy)	 	Finland	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	ETS- Lindgren Engineering India Pvt. Ltd 	 	India	 	No	 	ESCO Finance International 

S.à r.l.; ESCO Technologies Holding, LLC
	 	 	 	 	 	 	 
	ETS-Lindgren G.m.b.H.	 	Germany	 	No	 	Doble Lemke GmbH.
	 	 	 	 	 	 	 
	EMSCREEN Electromagnetic Screening G.m.b.H.	 	Germany	 	No	 	ETS-Lindgren G.m.b.H.
	 	 	 	 	 	 	 
	Doble Lemke GmbH	 	Germany	 	No	 	ESCO Finance International 

S.à r.l.
	 	 	 	 	 	 	 
	Doble Lemke AG 	 	Switzerland	 	No	 	Doble Lemke GmbH
	 	 	 	 	 	 	 
	ESCO International Minority Holding LLC	 	Delaware	 	No	 	Doble PowerTest Ltd.
	 	 	 	 	 	 	 
	Doble Electric Utility Solutions Mexico S. de R.L. de C.V.	 	Mexico	 	No	 	Doble PowerTest Ltd.; ESCO International Minority Holding LLC
	 	 	 	 	 	 	 
	Doble Engineering DMCC	 	United Arab Emirates	 	No	 	Doble PowerTest Ltd.


 




     


     


    







 


Schedule 6.01


Existing Indebtedness


Letters of Credit Issued Under Bilateral
Agreement


 


	 	 	Date of	 	Issuing	 	 	 	Undrawn	 	 	 	 	 	 	Issued	 
	Subsidiary	 	Issuance	 	Bank	 	LC #	 	Amount	 	 	Expiry	 	Purpose	 	Amount	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ETS	 	03-Jul-12	 	JP Morgan	 	CPCS-261178	 	 	235,201.17	 	 	01-Nov-15	 	Axis Bank Ltd	 	INR	 15,611,478.00	 
	ETS	 	24-Oct-13	 	JP Morgan	 	CPCS-771697	 	 	68,284.24	 	 	30-May-18	 	Gov't of India/Ministry of Defence	 	 	 	 
	ETS	 	06-Oct-15	 	JP Morgan	 	CTCS-865117	 	 	166,273.60	 	 	30-Nov-18	 	Axis Bank/Bharat Electronics	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	 	 	 	 	469,759.01	 	 	 	 	 	 	 	 	 



 








     


     


    



 


SCHEDULE 6.02


 


Existing Liens 


 


	DEBTOR	 	JURISDICTION	 	
        SECURED

        PARTY
	 	
        FINANCING

        STATEMENT

        NO.
	 	
        FILING

        DATE
	 	
        COLLATERAL

        DESCRIPTION

	Crissair, Inc.	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        11-7273234353

        11-72837798 (amend.)
	 	
        06/15/11

        09/07/11
	 	Leased equipment
	Crissair, Inc.	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Gulfstream Aerospace Corp.

        500 Gulfstream Road

        Savannah, GA 31402
	 	12-7317238852	 	06/14/12	 	1159SCH209, 1159SCH208
	Crissair, Inc.	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Gulfstream Aerospace Corp.

        500 Gulfstream Road

        Savannah, GA 31402
	 	12-7317314766	 	06/15/12	 	1C4050, 1C4170, 60P2910030Z006, 60P2910030Z108
	Crissair, Inc.	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Commerce Bank

        P.O. Box 11309

        St. Louis, MO 63105
	 	12-7318050673	 	06/22/12	 	Leased equipment
	Crissair, Inc.	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Dell Financial Services L.L.C.

        One Dell Way

        Round Rock, TX 78682
	 	13-7351071644	 	03/07/13	 	Leased equipment
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Wells Fargo Equipment Finance, Inc.

        733 Marquette Avenue, Suite 700

        Minneapolis, MN 55402
	 	
        6354204 0

        2011 2462698 (cont.)
	 	
        09/22/06

        06/27/11
	 	Leased equipment
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2008 0608834

        2008 2070348 (amend.)

        2012 3272053 (cont.)
	 	
        02/20/08

        06/17/08

         

        08/23/12
	 	Leased equipment
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2008 3502620

        2013 2151133 (cont.)
	 	
        10/16/08

        06/06/13
	 	Leased equipment
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2009 4113897

        2014 2518744 (cont.)
	 	
        12/23/09

        06/26/14
	 	Leased equipment
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2009 4114739

        2014 2518710 (cont.)
	 	
        12/23/09

        06/26/14
	 	Leased equipment


 




     


     


    

 


	DEBTOR	 	JURISDICTION	 	
        SECURED

        PARTY
	 	
        FINANCING

        STATEMENT

        NO.
	 	
        FILING

        DATE
	 	
        COLLATERAL

        DESCRIPTION

	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2011 2134552

        2011 2322611 (amend.)
	 	
        06/03/11

        06/17/11
	 	Leased equipment
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Mazak Corporation

        8025 Production Drive

        Florence, KY 41042
	 	
        2013 0636481

        2013 1490367 (term.)
	 	
        02/19/13

        04/18/13
	 	
        Leased equipment

        (Mazak Machine)

	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Gerard Daniel Worldwide, Inc.

        34 Barnhart Dr.

        Hanover, PA 17331
	 	2013 1715714	 	05/06/13	 	Purchase Money Security Interest in various Consigned Products
	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Mazak Corporation

        8025 Production Drive

        Florence, KY 41042
	 	2013 4793536	 	12/05/13	 	
        Leased equipment

        (Mazak Machine)

	PTI Technologies Inc.	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank

        P.O. Box 11309

        St. Louis, MO 63105
	 	2013 5118360	 	12/26/13	 	Leased equipment
	Thermoform Engineered Quality LLC (Original Debtor:  TekPackaging, LLC)	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2008 1622339

        2011 4624030 (amend.)

        2012 4388999 (cont.)
	 	
        05/09/08

        11/16/11

         

        11/14/12
	 	Leased equipment
	Thermoform Engineered Quality LLC (Original Debtor:  TekPackaging, LLC)	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2009 0109550

        2011 4623958 (amend.)

        2013 4759339 (cont.)
	 	
        12/29/08

        11/16/11

         

        12/04/13
	 	Leased equipment
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        2012 1735929

        2012 5022290 (amend.)

        2013 0764176 (amend.)
	 	
        05/04/12

        12/24/12

         

        02/27/13
	 	Leased equipment
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        PNC Equipment Finance, LLC

        995 Dalton Ave.

        Cincinnati, OH 45203
	 	
        2013 0269622

        2013 5136370 (amend.)

        2013 5184669 (amend.)
	 	
        01/22/13

        12/27/13

         

        12/31/13
	 	1 246-141 Kiefel Thermoformer, 1 246-142 Kiefel Thermoformer, 1 246-143 Kiefel Thermoformer, general intangibles, software and goods, proceeds, etc.
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Dell Financial Services L.L.C.

        One Dell Way

        Round Rock, TX 78682
	 	2013 3233336	 	08/19/13	 	Leased equipment
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Dell Financial Services L.L.C.

        One Dell Way

        Round Rock, TX 78682
	 	2013 3234045	 	08/19/13	 	Leased equipment
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Makino Inc.

        7680 Innovation Way

        Mason, OH 45040
	 	2013 3441467	 	09/04/13	 	One Makino F5 Vertical Machining Center, attachments


 




     


     


    

 


	DEBTOR	 	JURISDICTION	 	
        SECURED

        PARTY
	 	
        FINANCING

        STATEMENT

        NO.
	 	
        FILING

        DATE
	 	
        COLLATERAL

        DESCRIPTION

	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        PNC Equipment Finance, LLC

        995 Dalton Ave.

        Cincinnati, OH 45203
	 	2013 4672094	 	11/26/13	 	CNC Vertical Milling Machine, general intangibles, software and goods, proceeds, etc.
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Konica Minolta Business Solutions USA Inc.

        10201 Centurion Parkway North, Suite 100

        Jacksonville, FL 32256
	 	2014 1399799	 	04/09/14	 	Leased equipment
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank

        P.O. Box 11309

        St. Louis, MO 63105
	 	2014 2107720	 	05/30/14	 	Leased equipment
	Thermoform Engineered Quality LLC 	 	Delaware Secretary of State (UCC and Federal Tax Liens)	 	
        Commerce Bank

        P.O. Box 11309

        St. Louis, MO 63105
	 	2014 5222492	 	12/23/14	 	Leased equipment
	VACCO Industries 	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Citibank, N.A.

        388 Greenwich Street

        New York, NY 10013
	 	
        0416360701

        09-71904410 (cont.)

        14-74044673 (cont.)
	 	
        06/02/04

        03/13/09

         

        03/24/14
	 	Accounts Receivable from United Technologies Corp.
	
        VACCO Industries

        (Debtor is: Vacco Industries, Inc.)
	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        09-7208576741

        14-74088647 (cont.)
	 	
        09/16/09

        04/23/14
	 	Leased equipment
	
        VACCO Industries

        (Debtor is: Vacco Industries, Inc.)
	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Commerce Bank, N.A.

        P.O. Box 11309

        St. Louis, MO 63105
	 	
        09-7212397020

        14-74090158 (cont.)
	 	
        10/21/09

        04/24/14
	 	Leased equipment
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        CIT Communications Finance Corporation

        1 CIT Drive

        Livingston, NJ 07039
	 	11-7265372094	 	04/05/11	 	Leased equipment
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Ellison Technologies

        9912 S. Pioneer Blvd.

        Santa Fe Springs, CA 90670
	 	
        11-7280809117

        12-73046321 (term.)
	 	
        08/12/11

        03/13/12
	 	Mori Seiki Horizontal CNC Lathe, accessories
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Ellison Technologies

        9912 S. Pioneer Blvd.

        Santa Fe Springs, CA 90670
	 	
        12-7319468132

        12-73366047 (term.)
	 	
        07/03/12

        11/12/12
	 	Dura Vertical Machining Center, Mori Seiki CNC Lathe, accessories
	VACCO Industries 	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7352670599	 	03/11/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ021-001)


 




     


     


    

 


	DEBTOR	 	JURISDICTION	 	
        SECURED

        PARTY
	 	
        FINANCING

        STATEMENT

        NO.
	 	
        FILING

        DATE
	 	
        COLLATERAL

        DESCRIPTION

	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7352670731	 	03/11/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ021-002)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7363407155	 	05/23/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ073-029)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7371430352	 	07/29/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ012-083)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7371430473	 	07/29/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ012-085)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7371430594	 	07/29/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ112-081)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	13-7371430615	 	07/29/13	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPZ112-084)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427801731	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-006)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427801852	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-007)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427801973	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-008)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427802005	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-010)


 




     


     


    

 


	DEBTOR	 	JURISDICTION	 	
        SECURED

        PARTY
	 	
        FINANCING

        STATEMENT

        NO.
	 	
        FILING

        DATE
	 	
        COLLATERAL

        DESCRIPTION

	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427802126	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-011)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427802247	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-012)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427824685	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-013)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427824706	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-014)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427824827	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-015)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427824948	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-016)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427825070	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA087-017)
	VACCO Industries	 	California Secretary of State (UCC, Federal and State Tax Liens, Judgments)	 	
        Electric Boat Corporation

        75 Eastern Point Road

        Groton, CT 06340
	 	14-7427825191	 	09/10/14	 	All personal property, including, raw materials, inventory, work-in-process, etc. (PO PPA098-026)


 




     


     


    

 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into
by and between [Insert name of Assignor]
(the “Assignor”) and [Insert
name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in
its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor
under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred
to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	_________________________
	 	 	 
	2.	Assignee:	_________________________
	 	 	[and
    is an Affiliate/Approved Fund of [identify
    Lender]1]
	 	 	 
	3.	Borrowers:	ESCO Technologies Inc. and certain Foreign Subsidiary Borrowers
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Amended and Restated Credit Agreement dated as of December 21, 2015, among ESCO Technologies Inc., the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto


 


 






1
Select as applicable.




     


     


    

  


	6.	Assigned Interest:


 


	Aggregate Amount of
 Commitment/Loans for all 

Lenders	 	 	Amount of Commitment/Loans
 Assigned	 	 	Percentage Assigned of 
 Commitment/Loans2	 
	$		 	 	$		 	 	 		%
	$		 	 	$		 	 	 		%
	$		 	 	$		 	 	 		%



 


Effective Date: _____________ ___, 20___ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and
Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME
    OF ASSIGNOR]
	 	 
	 	By: 	 
	 	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME
    OF ASSIGNEE]
	 	 
	 	By: 	 
	 	 	Title:


 


	Consented to and Accepted:	 
	 	 
	JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank and Swingline Lender	 
	 	 
	By:	 	 
	 	Title:	 
	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank	 
	 	 
	By:	 	 
	 	Title:	 
	 	 
	[Consented
    to:]3	 
	 	 
	ESCO TECHNOLOGIES INC.	 
	 	 
	By:	 	 
	 	Title:	 


 


 






2
Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder.


3
To be added only if the consent of the Company is required by the terms of the Credit Agreement.


 




    	 	2	 



     


    

  


ANNEX I


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1           Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the
Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document.


 


1.2.          Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption
is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed
by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.          Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.          General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the
Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by
any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 




     


     


    

 


EXHIBIT B


 


[Reserved]


 




     


     


    

 


EXHIBIT C


 


FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Amended and
Restated Credit Agreement, dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”), the Foreign
Subsidiary Borrowers from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


WITNESSETH


 


WHEREAS, pursuant to Section 2.20
of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time
an increase in the Aggregate Commitment and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting
one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche;


 


WHEREAS, the Company has
given notice to the Administrative Agent of its intention to [increase
the Aggregate Commitment] [and]
[enter into a tranche of Incremental Term Loans]
pursuant to such Section 2.20; and


 


WHEREAS, pursuant to Section 2.20
of the Credit Agreement, the undersigned Increasing Lender now desires to [increase
the amount of its Commitment] [and]
[participate in a tranche of Incremental Term
Loans] under the Credit Agreement by executing
and delivering to the Company and the Administrative Agent this Supplement;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1.          The
undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement
it shall [have its Commitment increased by $[__________],
thereby making the aggregate amount of its total Commitments equal to $[__________]]
[and]
[participate in a tranche of Incremental Term
Loans with a commitment amount equal to $[__________]
with respect thereto].


 


2.          The
Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date
hereof.


 


3.          Terms
defined in the Credit Agreement shall have their defined meanings when used herein.


 


4.          This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.          This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 




     


     


    

 


IN WITNESS WHEREOF, each
of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above
written.


 


	 	[INSERT
    NAME OF INCREASING LENDER]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Accepted and agreed to as of the date first written above:
	 	 
	ESCO TECHNOLOGIES INC.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	Acknowledged as of the date first written above:
	 	 
	JPMORGAN CHASE BANK, N.A.	 
	as Administrative Agent	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	2	 



     


    

 


EXHIBIT D


 


FORM OF AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), to the Amended and Restated Credit Agreement, dated as of December
21, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among ESCO Technologies Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


WITNESSETH


 


WHEREAS, the Credit Agreement
provides in Section 2.20 thereof that any bank, financial institution or other entity may [extend
Commitments] [and]
[participate in tranches of Incremental Term Loans]
under the Credit Agreement subject to the approval of the Company and the Administrative Agent, by executing and delivering to
the Company and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and


 


WHEREAS, the undersigned
Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1. The undersigned Augmenting
Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become
a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Commitment
with respect to Revolving Loans of $[__________]]
[and]
[a commitment with respect to Incremental Term
Loans of $[__________]].


 


2. The undersigned Augmenting
Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers
as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it
as a Lender.


 


3. The undersigned’s
address for notices for the purposes of the Credit Agreement is as follows:


 


[___________]


 




     


     


    

 


4. The Company hereby represents
and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 


5. Terms defined in the Credit
Agreement shall have their defined meanings when used herein.


 


6. This Supplement shall
be governed by, and construed in accordance with, the laws of the State of New York.


 


7. This Supplement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[remainder
of this page intentionally left blank]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF, each
of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above
written.


 


	 	[INSERT
    NAME OF AUGMENTING LENDER]
	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 


Accepted and agreed to as of the date first
written above:


 


	ESCO TECHNOLOGIES INC.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Acknowledged as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A.	 
	as Administrative Agent	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	3	 



     


    

 


EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 


ESCO TECHNOLOGIES INC.

CERTAIN FOREIGN SUBSIDIARY BORROWERS


 


AMENDED AND RESTATED CREDIT FACILITIES


 


December 21, 2015


 


LIST OF CLOSING DOCUMENTS1


 


A.       LOAN
DOCUMENTS


 


		1.	Amended and Restated Credit Agreement (the “Credit
Agreement”) by and among ESCO Technologies Inc., a Missouri corporation (the “Company”), the Foreign
Subsidiary Borrowers from time to time parties thereto (collectively with the Company, the “Borrowers”), the
institutions from time to time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., in
its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing
a revolving credit facility to the Borrowers from the Lenders in an initial aggregate principal amount of $450,000,000.



 


SCHEDULES


 


	 	Schedule 2.01	—	Commitments
	 	Schedule 2.06	—	Existing Letters of Credit
	 	Schedule 3.01	—	Subsidiaries
	 	Schedule 6.01	—	Existing Indebtedness
	 	Schedule 6.02	—	Existing Liens


 


EXHIBITS


 


	 	Exhibit A	—	Form of Assignment and Assumption
	 	Exhibit B	—	[Reserved]
	 	Exhibit C	—	Form of Increasing Lender Supplement
	 	Exhibit D	—	Form of Augmenting Lender Supplement
	 	Exhibit E	—	List of Closing Documents
	 	Exhibit F-1	—	Form of Borrowing Subsidiary Agreement
	 	Exhibit F-2	—	Form of Borrowing Subsidiary Termination
	 	Exhibit G	—	Form of Subsidiary Guaranty
	 	Exhibit H-1	—	Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	 	Exhibit H-2	—	Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	 	Exhibit H-3	—	Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	 	Exhibit H-4	—	Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)


 


 






1 Each capitalized
term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items
appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel.


 




     


     


    

 


		2.	Notes executed by the initial Borrowers in favor of each
of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the Credit Agreement.



 


		3.	Amended and Restated Guaranty executed by the initial Subsidiary
Guarantors (collectively with the Borrowers, the “Loan Parties”) in favor of the Administrative Agent.



 


B.           CORPORATE
DOCUMENTS


 


		4.	Certificate of the Secretary or an Assistant Secretary
of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document
of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental
entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the
By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such
certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution,
delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent
officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized
to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement.



 


		5.	Good Standing Certificate (or analogous documentation
if applicable) for each Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization,
to the extent generally available in such jurisdiction.



 


C.           OPINIONS


 


		6.	Opinion of Bryan Cave LLP, special counsel for the
Loan Parties.



 


7.          Opinion
of Alyson S. Barclay, Senior Vice President and General Counsel for the Loan Parties.


 


D.           CLOSING
CERTIFICATES AND MISCELLANEOUS


 


		8.	A Certificate signed by the President, a Vice President
or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company
set forth in the Credit Agreement are true and correct in all material respects (provided that any representation or warranty
qualified by materiality or Material Adverse Effect shall be true and correct in all respects), (ii) no Default or Event
of Default has occurred and is then continuing and (iii) compliance with the Leverage Ratio as of the end of the fiscal quarter
ending September 30, 2015 (after giving effect to all obligations anticipated to be incurred on the Effective Date) for purposes
of establishing the initial Applicable Rate.



 


		9.	Consent Letter.



 




    	 	2	 



     


    

 


EXHIBIT F-1


 


[FORM
OF]


 


BORROWING SUBSIDIARY AGREEMENT


 


BORROWING SUBSIDIARY AGREEMENT
dated as of [_____],
among ESCO Technologies Inc., a Missouri corporation (the “Company”), [Name
of Foreign Subsidiary Borrower], a [__________]
(the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative
Agent”).


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time
party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms
used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the
Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain
Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing
Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary
hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement.
[Notwithstanding the preceding sentence, the New
Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement
on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and the other Loan Documents to which the
New Borrowing Subsidiary is, or may from time to time become, a party: [______________].]


 


Each of the Company and the
New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement
relating to the New Borrowing Subsidiary and this Agreement are true and correct in all material respects (provided that any representation
or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date
hereof, other than representations given as of a particular date, in which case they shall be true and correct in all material
respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct
in all respects) as of that date. [The Company
and the New Borrowing Subsidiary further represent and warrant that the execution, delivery and performance by the New Borrowing
Subsidiary of the transactions contemplated under this Agreement and the use of any of the proceeds raised in connection with this
Agreement will not contravene or conflict with, or otherwise constitute unlawful financial assistance under, Sections 677
to 683 (inclusive) of the United Kingdom Companies Act 2006 of England and Wales (as amended).]1
[INSERT OTHER PROVISIONS REASONABLY REQUESTED
AND MUTUALLY AGREED UPON BY ADMINISTRATIVE AGENT, COMPANY AND/OR THEIR RESPECTIVE COUNSELS]
The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New
Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative
Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower”
for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.


 


 






1 To be
included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.


 




     


     


    

 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.


 


[Signature
Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.


 


	 	ESCO TECHNOLOGIES INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME
    OF NEW BORROWING SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT F-2


 


[FORM
OF]


 


BORROWING SUBSIDIARY TERMINATION


 


JPMorgan Chase Bank, N.A.

as Administrative Agent

for the Lenders referred to below

10 South Dearborn

Chicago, Illinois 60603

Attention: [__________]


 


[Date]


 


Ladies and Gentlemen:


 


The undersigned, ESCO Technologies
Inc. (the “Company”), refers to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the
Foreign Subsidiary Borrowers from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


Effective as of ______, 20__,
the Company hereby terminates the status of [______________]
(the “Terminated Borrowing Subsidiary”) as a Foreign Subsidiary Borrower under the Credit Agreement. [The
Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof
and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified
by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement
have been paid in full on or prior to the date hereof.]
[The Company acknowledges that the Terminated
Borrowing Subsidiary shall continue to be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall
have been prepaid and all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the
extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the
Credit Agreement shall have been paid in full, provided that the Terminated Borrowing Subsidiary shall not have the right
to make further Borrowings under the Credit Agreement.]


 


[Signature
Page Follows]


 




     


     


    

 


This instrument shall be
construed in accordance with and governed by the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	ESCO TECHNOLOGIES INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Copy to:	JPMorgan Chase Bank, N.A.
	 	270 Park Avenue
	 	New York, New York 10017


 




    	 	2	 



     


    

 


EXHIBIT G


 


[FORM
OF]


 


SUBSIDIARY GUARANTY


 


AMENDED AND RESTATED GUARANTY


 


THIS AMENDED AND RESTATED
GUARANTY (this “Guaranty”) is made as of December 21, 2015, by and among each of the undersigned (the “Initial
Guarantors” and along with any additional Subsidiaries of the Company which become parties to this Guaranty by executing
a supplement hereto in the form attached as Annex I, the “Guarantors”) in favor of the Administrative Agent,
for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.


 


WITNESSETH


 


WHEREAS, ESCO Technologies
Inc., a Missouri corporation (the “Company”), the Foreign Subsidiary Borrowers parties thereto (the “Foreign
Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the institutions from time
to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (the
“Administrative Agent”) have entered into a certain Amended and Restated Credit Agreement dated as of December
21, 2015 (as the same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the “Credit
Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit and other financial accommodations
to be made by the Lenders to each of the Borrowers;


 


WHEREAS,
the Credit Agreement, among other things, re-evidences the Borrowers’ outstanding obligations under the “Existing Credit
Agreement” (as defined in the Credit Agreement) and provides, subject to the terms and conditions thereof, for future extensions
from time to time of credit and other financial accommodations by the Lenders to the Borrowers.


 


WHEREAS,
in connection with the Existing Credit Agreement, certain of the Initial Guarantors executed and delivered a Subsidiary Guaranty
in favor of the Administrative Agent and the lenders party to the Existing Credit Agreement, dated as of May 14, 2012 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Guaranty”), to which the
other Initial Guarantors became a party pursuant to joinders or supplements thereto.


 


WHEREAS,
each Initial Guarantor party to the Existing Guaranty wishes to affirm its obligations under the terms of the Existing Guarantee
with respect to amounts owing by the Borrowers under the Credit Agreement and all other Obligations owing from time to time by
the Loan Parties, and desires to enter into this Guaranty in order to amend and restate the Existing Guaranty in its entirety.


 


WHEREAS, it is a condition
precedent to the extensions of credit by the Lenders under the Credit Agreement that each of the Guarantors (constituting all of
the Subsidiaries of the Company required to execute this Guaranty pursuant to Section 5.09 of the Credit Agreement) execute
and deliver this Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all Obligations; and


 


WHEREAS, in consideration
of the direct and indirect financial and other support that the Borrowers have provided, and such direct and indirect financial
and other support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement, each of the Guarantors is willing to guarantee the Obligations of the Borrowers;


 




     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


SECTION
1.          Definitions. Terms defined in the Credit Agreement
and not otherwise defined herein have, as used herein, the respective meanings provided for therein.


 


SECTION
2.          Representations, Warranties and Covenants. Each of
the Guarantors, for itself and its Subsidiaries, represents and warrants (which representations and warranties shall be deemed
to have been renewed at the time of the making, conversion or continuation of any Loan or issuance, amendment, renewal or extension
of any Letter of Credit) that:


 


(A)         It
is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly
existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation,
organization or formation and has all requisite authority to conduct its business in each jurisdiction in which its business is
conducted, except to the extent that the failure to have such authority could not reasonably be expected to have a Material Adverse
Effect.


 


(B)         It
(to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform
its obligations hereunder. The execution and delivery by each Guarantor of this Guaranty and the performance by each of its obligations
hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation
of such Guarantor, respectively, enforceable against such Guarantor, respectively, in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.


 


(C)         Neither
the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance
by it with the provisions hereof will (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company
or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement
or other management agreement, as the case may be, or the provisions of any indenture, material instrument or material agreement
to which any of the Borrowers or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or
(ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of
or on its property pursuant to the terms of, any such indenture, instrument or agreement (other than any Loan Document). No material
order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has
not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of,
or the legality, validity, binding effect or enforceability against it of, this Guaranty.


 


In addition to the foregoing,
each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount
payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable
each applicable Borrower to, fully comply with those covenants and agreements of such Borrower applicable to such Guarantor set
forth in the Credit Agreement.


 




    	 	2	 



     


    

 


SECTION
3.          Reaffirmation and Guaranty. Each
Initial Guarantor party to the Existing Guaranty affirms its obligations under, and the terms and conditions of, the Existing Guaranty
and agrees that such obligations remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Initial
Guarantor party to the Existing Guaranty acknowledges and agrees with the Administrative Agent that the Existing Guaranty is amended,
restated, and superseded in its entirety pursuant to the terms hereof. Furthermore, the Guarantors hereby absolutely and unconditionally,
and jointly and severally with the other Guarantors (subject to the limitations in the proviso in this paragraph), guarantee the
punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without
limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any
obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations
of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all
other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services
Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment
by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents
(all of the foregoing being referred to collectively as the “Guaranteed Obligations”
(provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee
by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of
such Guarantor for purposes of determining any obligations of any Guarantor); and the holders from time to time of the Guaranteed
Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure
by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such
failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors with respect to such obligation
agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in
the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each
of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not
a guaranty of collection.


 


SECTION
4.          Guaranty Unconditional. The obligations of each of
the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:


 


(A)         any
extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any
part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed
Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power
or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to
any obligation of any other guarantor of any of the Guaranteed Obligations;


 


(B)         any
modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other
Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable
to, any of the Obligations guaranteed hereby;


 




    	 	3	 



     


    

 


(C)         any
release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral
securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any
part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or
any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;


 


(D)         any
change in the corporate, partnership, limited liability company or other existence, structure or ownership of any Borrower or any
other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding
affecting such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting
release or discharge of any obligation of such Borrower or any other guarantor of any of the Guaranteed Obligations;


 


(E)         the
existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any other guarantor
of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether
in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim;


 


(F)         the
enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of
any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any
other invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Guaranteed Obligations,
for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or
any provision of applicable law decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower
or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any
of the Guaranteed Obligations;


 


(G)         the
failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights
to, any security or collateral for the Guaranteed Obligations, if any;


 


(H)         the
election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11
of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy
Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code or
any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters;


 


(I)         any
borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code
or any other applicable federal, state, provincial, municipal, local or foreign law relating
to such matters;


 


(J)         the
disallowance, under Section 502 of the Bankruptcy Code or any other applicable federal,
state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the
Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations;


 


(K)         the
failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or


 




    	 	4	 



     


    

 


(L)         any
other act or omission to act or delay of any kind by any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative
Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions
of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or
otherwise reduce, release, prejudice or extinguish its liability under this Guaranty, except as provided in Section 5.


 


SECTION
5.          Continuing Guaranty; Discharge Only Upon Payment In Full:
Reinstatement In Certain Circumstances. Each of the Guarantors’ obligations hereunder shall constitute
a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full
force and effect until all Guaranteed Obligations shall have been paid in full in cash and the Commitments and all Letters of Credit
issued under the Credit Agreement shall have terminated or expired. If at any time any payment of the principal of or interest
on any Loan, any Reimbursement Obligation or any other amount payable by any Borrower or any other party under the Credit Agreement,
any Swap Agreement, any Banking Services Agreement or any other Loan Document is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each of the Guarantors’ obligations hereunder
with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The parties hereto
acknowledge and agree that each of the Guaranteed Obligations shall be due and payable in the same currency as such Guaranteed
Obligation is denominated but if currency control or exchange regulations are imposed in the country which issues such currency
with the result that such currency (the “Original Currency”) no longer exists or the relevant Guarantor is not
able to make payment in such Original Currency, then all payments to be made by such Guarantor hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of payment) of such payment due, it
being the intention of the parties hereto that each Guarantor takes all risks of the imposition of any such currency control or
exchange regulations.


 


SECTION
6.          General Waivers; Additional Waivers.


 


(A)         General
Waivers. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the
benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein or under
the other Loan Documents, as well as any requirement that at any time any action be taken by any Person against any Borrower, any
other guarantor of the Guaranteed Obligations, or any other Person.


 


(B)         Additional
Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly,
and expressly waives:


 


(i)          any
right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;


 


(ii)         (a) notice
of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents
or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject,
however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain
the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition
of any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment
for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default
or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor
hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;


 




    	 	5	 



     


    

 


(iii)        its
right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or
to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have
against, the other Guarantors or any third party, or against any Pledged Equity provided by the other Guarantors, or any third
party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense
that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by
reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;


 


(iv)        
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal
or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors
or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency,
validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to
performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of
the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors;
the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge
of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation
of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission;
or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction
of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability
hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable
to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable
to such Guarantor’s liability hereunder; and


 


(v)         any
defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative
Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders
of Guaranteed Obligations under Section 1111(b) of the Bankruptcy Code, to limit the amount of, or any collateral securing,
its claim against the Guarantors.


 




    	 	6	 



     


    

 


SECTION
7.          Subordination of Subrogation; Subordination of Intercompany
Indebtedness.


 


(A)         Subordination
of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash,
the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations (ii) waive any right
to enforce any remedy which the Holders of Guaranteed Obligations, the Issuing Banks or the Administrative Agent now have or may
hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other
Person, and (iii) waive any benefit of, and any right to participate in, any security or collateral given to the Holders of
Guaranteed Obligations, the Issuing Banks and the Administrative Agent to secure the payment or performance of all or any part
of the Guaranteed Obligations or any other liability of any Borrower to the Holders of Guaranteed Obligations or the Issuing Banks.
Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby expressly
and irrevocably (A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution,
indemnification or set off that such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations
and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations
are indefeasibly paid in full in cash. Each Guarantor acknowledges and agrees that this subordination is intended to benefit the
Administrative Agent and the other Holders of Guaranteed Obligations and shall not limit or otherwise affect such Guarantor’s
liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the other Holders of Guaranteed
Obligations and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set
forth in this Section 7(A).


 


(B)         Subordination
of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any Borrower or any
other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as
hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against
any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed
Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments
of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor
to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor,
whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the
rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right
to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until
all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to
any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets
of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor,
whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership,
assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved
or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred
to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities
or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor
(“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application
on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid
and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable
Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all
of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among any Borrower
and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit
of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of
the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor
where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall
be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make
any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is
irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent
indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document
among any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any
Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.


 







    	 	7	 



     


    
  


SECTION
8.          Contribution with Respect to Guaranteed Obligations.


 


(A)         To
the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking
into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which
otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined
below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of
the Guaranteed Obligations and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such
Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor
for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such
Guarantor Payment.


 


(B)         As
of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable
value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected
to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also
liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as
of such date in a manner to maximize the amount of such contributions.


 


(C)         This
Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 8 is
intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall
become due and payable in accordance with the terms of this Guaranty.


 


(D)         The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor
or Guarantors to which such contribution and indemnification is owing.


 


(E)         The
rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon the full and
indefeasible payment of the Guaranteed Obligations in cash and the termination of the Credit Agreement, the Swap Agreements and
the Banking Services Agreements.


 


SECTION
9.          Limitation of Guaranty. Notwithstanding any other provision
of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its
obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state
Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations,
if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of
the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty,
any other agreement or applicable law shall be taken into account.


 




    	 	8	 



     


    

 


SECTION
10.   Stay of Acceleration. If acceleration of the time for payment
of any amount payable by any Borrower under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other
Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject
to acceleration under the terms of the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan
Document shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Administrative Agent.


 


SECTION
11.   Notices. All notices, requests and other communications to any
party hereunder shall be given in the manner prescribed in Article IX of the Credit Agreement with respect to the Administrative
Agent at its notice address therein and with respect to any Guarantor, in care of the Company at the address of the Company set
forth in the Credit Agreement or such other address or telecopy number as such party may hereafter specify for such purpose by
notice to the Administrative Agent in accordance with the provisions of such Article IX.


 


SECTION
12.   No Waivers. No failure or delay by the Administrative Agent or
any other Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services
Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.


 


SECTION
13.   Successors and Assigns. This Guaranty is for the benefit of the
Administrative Agent and the other Holders of Guaranteed Obligations and their respective successors and permitted assigns; provided,
that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent of all of the Lenders,
and any such assignment in violation of this Section 13 shall be null and void; and in the event of an assignment of any
amounts payable under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the other Loan Documents in
accordance with the respective terms thereof, the rights hereunder, to the extent applicable to the indebtedness so assigned,
may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors and their respective successors
and assigns.


 


SECTION
14.   Changes in Writing. Other than in connection with the addition
of additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form attached as Annex I,
neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed
by each of the Guarantors and the Administrative Agent.


 


SECTION
15.   GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


SECTION
16.   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.


 




    	 	9	 



     


    

 


(A)         CONSENT
TO JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK
STATE COURT SITTING IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND EACH GUARANTOR
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT
AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT,
ANY ISSUING BANK OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY ANY GUARANTOR AGAINST THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE
AGENT, ANY ISSUING BANK OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN THE CITY OF NEW YORK.


 


(B)         EACH
Guarantor which is a Foreign Subsidiary (a “Foreign Guarantor”) irrevocably designates and appoints the Company,
as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit,
action or proceeding of the nature referred to in clause (a) above. Said designation and appointment shall be irrevocable
by each such Foreign Guarantor until all Guaranteed Obligations payable by such Foreign Guarantor hereunder and under the other
Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof. Each Foreign Guarantor hereby
consents to process being served in any suit, action or proceeding of the nature referred to in clause (a) above by service
of process upon the Company as provided in this clause (b); provided that, to the extent lawful and possible, notice
of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested,
to the Company or to any other address of which such Foreign Guarantor shall have given written notice to the Administrative Agent
(with a copy thereof to the Company). Each Foreign Guarantor irrevocably waives, to the fullest extent permitted by law, all claim
of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service
of process upon such Foreign Guarantor in any such suit, action or proceeding and shall, to the fullest extent permitted by law,
be taken and held to be valid and personal service upon and personal delivery to such Foreign Guarantor. Nothing herein will affect
the right of any party hereto to serve process in any other manner permitted by law.


 


(C)         WAIVER
OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED
TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY IN SUCH ACTION.


 




    	 	10	 



     


    

 


(D)         TO
THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE),
EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.


 


SECTION
17.   No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises,
this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions of this Guaranty.


 


SECTION
18.   Taxes, Expenses of Enforcement, etc.


 


(A)         Taxes.


 


(i)          Each
payment by any Guarantor hereunder or under any promissory note or application for a Letter of Credit shall be made without withholding
for any Taxes, unless such withholding is required by any law. If any Guarantor determines, in its sole discretion exercised in
good faith, that it is so required to withhold Taxes, then such Guarantor may so withhold and shall timely pay the full amount
of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes,
then the amount payable by the Guarantor shall be increased as necessary so that, net of such withholding (including such withholding
applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received
had no such withholding been made.


 


(ii)         In
addition, such Guarantor shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


 


(iii)        As
soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent.


 


(iv)        The
applicable Guarantors shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are paid by such Recipient
in connection with any Loan Document (including amounts payable under this Section 18(A)) and any reasonable out-of-pocket
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. The indemnity under this Section 18(A) shall be paid within ten (10) days
after the Recipient delivers to the applicable Guarantor a certificate stating the amount of any Indemnified Taxes so payable by
such Recipient. Such certificate shall be conclusive of the amount so payable absent manifest error. Such Recipient shall deliver
a copy of such certificate to the Administrative Agent. In the case of any Lender making a claim under this Section 18(A)
on behalf of any of its beneficial owners, an indemnity payment under this Section 18(A) shall be due only to the extent that
such Lender is able to establish that, with respect to the applicable Indemnified Taxes, such beneficial owners supplied to the
applicable Persons such properly completed and executed documentation necessary to claim any applicable exemption from, or reduction
of, such Indemnified Taxes.


 




    	 	11	 



     


    

 


(v)         By
accepting the benefits hereof, each Lender agrees that it will comply with Section 2.17(f) of the Credit Agreement.


 


(B)         Expenses
of Enforcement, Etc. The Guarantors agree to reimburse the Administrative Agent and the other Holders of Guaranteed Obligations
for any reasonable costs and out-of-pocket expenses (including attorneys’ fees) paid or incurred by the Administrative Agent
or any other Holder of Guaranteed Obligations in connection with the collection and enforcement of amounts due under the Loan Documents,
including without limitation this Guaranty.


 


SECTION
19.   Setoff. At any time after all or any part of the Guaranteed
Obligations have become due and payable (by acceleration or otherwise), each Holder of Guaranteed Obligations (including the Administrative
Agent) may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof,
appropriate and apply in accordance with the terms of the Credit Agreement toward the payment of all or any part of the Guaranteed
Obligations (i) any indebtedness due or to become due from such Holder of Guaranteed Obligations or the Administrative Agent
to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming
into the possession of such Holder of Guaranteed Obligations (including the Administrative Agent) or any of their respective affiliates.


 


SECTION
20.   Financial Information. Each Guarantor hereby assumes responsibility
for keeping itself informed of the financial condition of each of the Borrowers and any and all endorsers and/or other Guarantors
of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that none of the Holders
of Guaranteed Obligations (including the Administrative Agent) shall have any duty to advise such Guarantor of information known
to any of them regarding such condition or any such circumstances. In the event any Holder of Guaranteed Obligations (including
the Administrative Agent), in its sole discretion, undertakes at any time or from time to time to provide any such information
to a Guarantor, such Holder of Guaranteed Obligations (including the Administrative Agent) shall be under no obligation (i) to
undertake any investigation not a part of its regular business routine, (ii) to disclose any information which such Holder
of Guaranteed Obligations (including the Administrative Agent), pursuant to accepted or reasonable commercial finance or banking
practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or any other
information to such Guarantor.


 


SECTION
21.   Severability. Wherever possible, each provision of this Guaranty
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall
be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions of this Guaranty.


 


SECTION
22.   Merger. This Guaranty represents the final agreement of
each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous
agreements, or subsequent oral agreements, between the Guarantor and any Holder of Guaranteed Obligations (including the Administrative
Agent).


 


SECTION
23.   Headings. Section headings in this Guaranty are for convenience
of reference only and shall not govern the interpretation of any provision of this Guaranty.


 




    	 	12	 



     


    

 


SECTION
24.   Judgment Currency. If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due from any Guarantor hereunder in the currency expressed to be payable herein (the
“specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent
could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on
the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Guarantor in respect
of any sum due hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only
to the extent that on the Business Day following receipt by any Holder of Guaranteed Obligations (including the Administrative
Agent), as the case may be, of any sum adjudged to be so due in such other currency such Holder of Guaranteed Obligations (including
the Administrative Agent), as the case may be, may in accordance with normal, reasonable banking procedures purchase the specified
currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to
such Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, in the specified currency, each
Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment,
to indemnify such Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, against such loss,
and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Holder of Guaranteed Obligations
(including the Administrative Agent), as the case may be, in the specified currency and (b) amounts shared with other Holders
of Guaranteed Obligations as a result of allocations of such excess as a disproportionate payment to such other Holder of Guaranteed
Obligations under Section 2.18 of the Credit Agreement, such Holder of Guaranteed Obligations (including the Administrative
Agent), as the case may be, agrees, by accepting the benefits hereof, to remit such excess to such Guarantor.


 


SECTION
25.   Termination of Guaranty. The obligations of any Guarantor under
this Guaranty shall automatically terminate in accordance with Section 9.14 of the Credit Agreement.


 


SECTION
26.   Keepwell. Each Qualified ECP Guarantor hereby jointly
and severally absolutely, unconditionally and irrevocably undertakes to guarantee each other Guarantor’s obligations in
accordance with and to the extent provided in this Guaranty in respect of Specified Swap Obligations (provided, however,
that each Qualified ECP Guarantor shall only be liable under this Section 26 for the maximum amount of such liability that can
be hereby incurred without rendering its obligations under this Section 26 or otherwise under this Guaranty voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified
ECP Guarantor under this Section 26 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s
Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends
that this Section 26 constitute, and this Section 26 shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein,
“Qualified ECP Guarantor” means, in respect of any Specified Swap Obligation, each Guarantor that has total
assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes or would become
effective with respect to such Specified Swap Obligation or such other Person as constitutes an ECP and can cause another Person
to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




    	 	13	 



     


    

 


SECTION
27.   Counterparts. This Guaranty
may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Guaranty by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Guaranty. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to any document
to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


 


SECTION
28.   Amendment and Restatement;
No Novation of Existing Guaranty. This Guaranty amends and restates in its entirety the Existing Guaranty and this Guaranty
is in no way intended to constitute a novation of any obligations owed by the Guarantors to the Administrative Agent or the other
Holders of Guaranteed Obligations under the Existing Guaranty, all of which are hereby reaffirmed, ratified and confirmed.


 


Remainder of Page Intentionally Blank.


 




    	 	14	 



     


    

 


IN WITNESS WHEREOF, each
of the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above
written.


 


	 	[GUARANTORS]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	15	 



     


    




 


	Acknowledged and Agreed	 
	as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A.,	 
	as Administrative Agent	 
	 	 
	By: 	 	 
	Name:	 
	Title:	 


 




    	 	16	 



     


    

 


ANNEX I TO GUARANTY


 


Reference is hereby made
to the Amended and Restated Guaranty (the “Guaranty”) made as of December 21, 2015, by and among Crissair, Inc.,
a California corporation, Doble Engineering Company, a Massachusetts corporation, ESCO Technologies Holding LLC, a Delaware limited
liability company, ETS-Lindgren Inc., an Illinois corporation, PTI Technologies Inc., a Delaware corporation, Thermoform Engineered
Quality LLC, a Delaware limited liability company and VACCO Industries, a California corporation (the “Initial Guarantors”
and along with any additional Subsidiaries of the Company, which become parties thereto and together with the undersigned, the
“Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations,
under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty.
By its execution below, the undersigned [NAME
OF NEW GUARANTOR], a [corporation]
[partnership]
[limited liability company]
(the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to
be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as
to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all
respects as of the date hereof.


 


IN WITNESS WHEREOF, New Guarantor
has executed and delivered this Annex I counterpart to the Guaranty as of this __________ day of _________, 20___.


 


	 	[NAME OF NEW GUARANTOR]
	 	 	 
	 	By:	 
	 	Its:	


 




     


     


    

 


EXHIBIT H-1


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That
Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with
the Company, the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not
a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as
described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall
have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By: 	 	 
	Name:	 
	Title:	 
	 	 
	Date:  __________, 20[__]	 


 




     


     


    

 


EXHIBIT H-2


 


[FORM
oF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with
the Company, the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By: 	 	 
	Name:	 
	Title:	 
	 	 
	Date:  __________, 20[__]	 
	 	 	 


 




     


     


    

 


EXHIBIT H-3


 


[FORM
OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with
the Company, the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By: 	 	 
	Name:	 
	Title:	 
	 	 
	Date:  __________, 20[__]	 
	 	 	 


 




     


     


    

 


EXHIBIT H-4


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That
Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with
the Company, the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By: 	 	 
	Name:	 
	Title:	 
	 	 
	Date:  __________, 20[__]	 
	 	 	 


 




     


     


    

 


EXHIBIT
I-1


 


FORM OF
BORROWING REQUEST


 


JPMorgan
Chase Bank, N.A.,


as
Administrative Agent


for
the Lenders referred to below


 


[10
South Dearborn

Chicago, Illinois 60603


Attention: [__________]
 Facsimile: [__________]] 1


 


With a copy to:


 


[__________]


[__________]


Attention: [__________]


Facsimile:
[__________]


 


Re:
[Company]


 


[Date]


 


Ladies
and Gentlemen:


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with
the Company, the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The [undersigned
Borrower][Company, on behalf of [Foreign
Subsidiary Borrower],]
hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement,
and in that connection the [undersigned Borrower][Company,
on behalf of [Foreign Subsidiary Borrower],]
specifies the following information with respect to such Borrowing requested hereby:


 


1.          Name
of Borrower: __________


 


2.          Aggregate
principal amount of Borrowing: 2 
__________


 


3.          Date
of Borrowing (which shall be a Business Day): __________


 





 



 


1
If request is in respect of Revolving Loans in a Foreign Currency, please replace
this address with the London address from Section 9.01(a)(ii).


2 Not
less than applicable amounts specified in Section 2.02(c).





 




     


     


    

 


4.          Type
of Borrowing (ABR or Eurocurrency): __________


 


5.          Interest
Period and the last day thereof (if a Eurocurrency Borrowing):
3 __________


 


6.          Agreed
Currency: __________


 


7.          Location
and number of the applicable Borrower’s account or any other account agreed upon by the Administrative Agent and such Borrower
to which proceeds of Borrowing are to be disbursed: __________


 





[Signature
Page Follows]


 





 



 


3
Which must comply with the definition of “Interest Period” and
end not later than the Maturity Date. 


 




    	 	2	 



     


    

 


The
undersigned hereby represents and warrants that the conditions to lending specified in Section[s] [4.01
and]
9 4.02 of the Credit Agreement are satisfied as of the date hereof.


 


	 	Very truly yours,
	 	 
	 	[COMPANY,
	 	as the Company]
	 	[FOREIGN SUBSIDIARY BORROWER,
	 	as a Borrower]
	 	 	 
	 	By:	
	 	Name: 
	 	Title:


 





 



 


9 To be included
only for Borrowings on the Effective Date.


 




     


     


    

 


EXHIBIT
I-2


 


FORM OF
INTEREST ELECTION REQUEST


 


JPMorgan
Chase Bank, N.A.,


as
Administrative Agent


for
the Lenders referred to below


 


[10
South Dearborn

Chicago, Illinois 60603


Attention: [_______]
 Facsimile:
([__]) [__]-[_____]]
1


 


Re:
[Company]


 


[Date]


 


Ladies
and Gentlemen:


 


Reference is hereby made
to the Amended and Restated Credit Agreement dated as of December 21, 2015 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among ESCO Technologies Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with
the Company, the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The [undersigned
Borrower][Company, on behalf of [Subsidiary
Borrower],]
hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue]
an existing Borrowing under the Credit Agreement, and in that connection the [undersigned
Borrower][Company, on behalf of [Foreign
Subsidiary Borrower],]
specifies the following information with respect to such [conversion][continuation]
requested hereby: 


 


1.          List
Borrower, date, Type, principal amount, Agreed Currency and Interest Period (if applicable) of existing Borrowing: __________


 


2.          Aggregate
principal amount of resulting Borrowing: __________


 


3.          Effective
date of interest election (which shall be a Business Day): __________


 


4.          Type
of Borrowing (ABR or Eurocurrency): __________


 


5.          Interest
Period and the last day thereof (if a Eurocurrency Borrowing):2
__________


 


6.          Agreed
Currency: __________


 





 



 


1
                                         If request is in respect of Revolving Loans
                                         in a Foreign Currency, please replace this address with the London address from Section
                                         9.01(a)(ii).


2
Which must comply with the definition of “Interest Period” and
end not later than the Maturity Date. 






 


[Signature
Page Follows]


 




    	 	1	 



     


    

 


	 	Very truly yours,
	 	 
	 	[COMPANY,
	 	as the Company]
	 	[FOREIGN SUBSIDIARY BORROWER,
	 	as a Borrower]
	 	 	 
	 	By:	 
	 	Name: 
	 	Title: